Common use of Contracts; No Defaults Clause in Contracts

Contracts; No Defaults. (a) Schedule 5.17(a) contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a), whether or not set forth on Schedule 5.17(a), was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2017, neither the Acquiror nor its Subsidiaries have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 through the date hereof, neither the Acquiror nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) of the Buyer’s Disclosure Letter contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement), the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this AgreementEffective Date, Acquiror or one or more of its Subsidiaries the Buyer is a party or by which any of their respective its assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) in Section 4.10 of the Buyer’s Disclosure Letter have been delivered to or made available to the Company or its agents or representatives. (b) . Each Contract of a type required to be listed on Schedule 5.17(a)in Section 4.10 of the Buyer’s Disclosure Letter, whether or not set forth on Schedule 5.17(a)in Section 4.10 of the Buyer’s Disclosure Letter, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a)4.10 of the Buyer’s Disclosure Letter, whether or not set forth on Schedule 5.17(a)in Section 4.10 of the Buyer’s Disclosure Letter, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto Buyer and, to the knowledge of the AcquirorBuyer, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the AcquirorBuyer, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto Buyer in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries Buyer or, to the knowledge of the AcquirorBuyer, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2017, neither the Acquiror nor its Subsidiaries have Buyer has not received any written or, to the knowledge of the AcquirorBuyer, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the AcquirorBuyer, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror Buyer or its Subsidiaries or, to the knowledge of the AcquirorBuyer, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 through the date hereofEffective Date, neither the Acquiror nor its Subsidiaries have Buyer has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) contains a listing of all Contracts including every “"material contract” " (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a), whether or not set forth on Schedule 5.17(a), was entered into at arm’s 's length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ ' rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31March 14, 20172019, neither the Acquiror nor its Subsidiaries have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31March 14, 2017 2019 through the date hereof, neither the Acquiror nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (aSection 5.15(a) Schedule 5.17(a) of the DFHT Disclosure Schedules contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements and the Subscription Agreements, the Deerfield PIPE Agreement and the Deerfield Sponsor PIPE Agreement) to which, as of the date of this Agreement, Acquiror DFHT or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(ain Section 5.15(a) of the DFHT Disclosure Schedules have been delivered to or made available to the each Company or its respective agents or representatives. (b) Each . Except as would not have, individually or in the aggregate, a DFHT Material Adverse Effect, each Contract of a type required to be listed on Schedule 5.17(a)in Section 5.15(a) of the DFHT Disclosure Schedules, whether or not set forth on Schedule 5.17(a)in Section 5.15(a) of the DFHT Disclosure Schedules, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a)5.15(a) of the DFHT Disclosure Schedules, whether or not set forth on Schedule 5.17(a)in Section 5.15(a) of the DFHT Disclosure Schedules, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror DFHT or its Subsidiaries party thereto and, to the knowledge of the AcquirorDFHT, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the AcquirorDFHT, are enforceable by the Acquiror DFHT or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the AcquirorDFHT, its Subsidiaries or, to the knowledge of the AcquirorDFHT, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2017, neither the Acquiror DFHT nor its Subsidiaries have received any written or, to the knowledge of the AcquirorDFHT, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the AcquirorDFHT, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror DFHT or its Subsidiaries or, to the knowledge of the AcquirorDFHT, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 through the date hereof, neither the Acquiror DFHT nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) SPAC Schedule 5.17(a) contains a listing of all Contracts including (i) every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements Agreement and the Subscription Agreements) and (ii) any Contract under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of SPAC or one or more of its Subsidiaries, in each case, to which, as of the date of this Agreement, Acquiror SPAC or one or more of its Subsidiaries is a party or by which any of their respective assets are boundbound (the “SPAC Material Contracts”). True, correct and complete copies of the SPAC Material Contracts listed on SPAC Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on SPAC Schedule 5.17(a), whether or not set forth on SPAC Schedule 5.17(a), was entered into at arm’s arm’s-length and in the ordinary course of business. Except for any SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Acquisition Merger Closing Date, with respect to any Contract of the type described in Section SPAC Schedule 5.17(a), whether or not set forth on SPAC Schedule 5.17(a), (i) such Contracts are in full force and effect and represent represents the legal, valid and binding obligations of the Acquiror SPAC or its Subsidiaries party thereto and, to the knowledge of the AcquirorSPAC, represent represents the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the AcquirorSPAC, are is enforceable by the Acquiror SPAC or its Subsidiaries to the extent a party thereto in accordance with their its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case except as would not be material and adverse to SPAC and Merger Sub, taken as a whole, (ii) none of the Acquirorneither SPAC nor Merger Sub is, its Subsidiaries or, to the knowledge of the Acquiror, nor has SPAC received written notice that any other party thereto is to such SPAC Material Contract is, in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such ContractSPAC Material Contract to which it is a party, (iii) since December 31October 5, 20172020, neither the Acquiror SPAC nor its Subsidiaries have Merger Sub has received any written or, notice to the knowledge of the Acquirorterminate any SPAC Material Contract, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the AcquirorSPAC, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such SPAC Material Contract by the Acquiror SPAC or its Subsidiaries Merger Sub or, to the knowledge of the AcquirorSPAC, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31October 5, 2017 2020, through the date hereof, neither the Acquiror SPAC nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract, in each case except as would not be material and adverse to SPAC and Merger Sub, taken as a whole.

Contracts; No Defaults. (a) Except as set forth on Schedule 5.17(a) contains a listing of all Contracts including every “material contract” (as such term is defined 5.17 or otherwise disclosed in Item 601(b)(10) of Regulation S-K of the SEC) (Acquiror SEC Reports or Contacts with legal, financial and other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements and the Subscription Agreements) to whichadvisors, as of the date of this Agreementhereof, neither Acquiror nor Merger Sub are party to any Contract (other than nondisclosure agreements (containing customary terms) to which Acquiror or one or more of its Subsidiaries Merger Sub is a party or by which any that were entered into in the ordinary course of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representativesbusiness). (b) Each Contract of a type required to be listed on Schedule 5.17(a)5.17, whether or not set forth on Schedule 5.17(a)5.17, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17(a)5.17, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party Merger Sub thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries Merger Sub to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries Merger Sub or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 20172021, neither the Acquiror nor its Subsidiaries Merger Sub have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries Merger Sub or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 2021 through the date hereof, neither the Acquiror nor its Subsidiaries Merger Sub have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) Section 6.19 of the Purchaser Parties Disclosure Letter contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement, the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries any Purchaser Party is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) Section 6.19 of the Purchaser Disclosure Letter have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a)Section 6.19 of the Purchaser Disclosure Letter, whether or not set forth on Schedule 5.17(a)Section 6.19 of the Purchaser Parties Disclosure Letter, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a)6.19(a) of the Purchaser Parties Disclosure Letter, whether or not set forth on Schedule 5.17(a)Section 6.19 of the Purchaser Parties Disclosure Letter, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party Purchaser Party thereto and, to the knowledge of the AcquirorPurchaser’s knowledge, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the AcquirorPurchaser’s knowledge, are enforceable by the Acquiror or its Subsidiaries each Purchaser Party to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries no Purchaser Party or, to the knowledge of the AcquirorPurchaser’s knowledge, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31the dates of their respective incorporations, 2017, neither the Acquiror nor its Subsidiaries have no Purchaser Party has received any written or, to the knowledge of the AcquirorPurchaser’s knowledge, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the AcquirorPurchaser’s knowledge, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries any Purchaser Party or, to the knowledge of the AcquirorPurchaser’s knowledge, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31the dates of their respective incorporations, 2017 through the date hereof, neither the Acquiror nor its Subsidiaries have no Purchaser Party has received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) Section 4.10 of the Buyer’s Disclosure Letter contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement), the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this AgreementEffective Date, Acquiror or one or more of its Subsidiaries the Buyer is a party or by which any of their respective its assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) in Section 4.10 of the Buyer’s Disclosure Letter have been delivered to or made available to the Company or its agents or representatives. (b) . Each Contract of a type required to be listed on Schedule 5.17(a)in Section 4.10 of the Buyer’s Disclosure Letter, whether or not set forth on Schedule 5.17(a)in Section 4.10 of the Buyer’s Disclosure Letter, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a)4.10 of the Buyer’s Disclosure Letter, whether or not set forth on Schedule 5.17(a)in Section 4.10 of the Buyer’s Disclosure Letter, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto Buyer and, to the knowledge Knowledge of the AcquirorBuyer, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge Knowledge of the AcquirorBuyer, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto Buyer in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)Enforceability Exceptions, (ii) none of the Acquiror, its Subsidiaries orBuyer nor, to the knowledge Knowledge of the AcquirorBuyer, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2017, neither the Acquiror nor its Subsidiaries have Buyer has not received any written or, to the knowledge Knowledge of the AcquirorBuyer, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge Knowledge of the AcquirorBuyer, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror Buyer or its Subsidiaries or, to the knowledge Knowledge of the AcquirorBuyer, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 through the date hereofEffective Date, neither the Acquiror nor its Subsidiaries have Buyer has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a5.16(a) contains a listing of all Contracts including (i) every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements Agreement and the Subscription Agreements), (ii) all Contracts to which Acquiror owes Sponsor money, and (iii) all Contracts pursuant to which Acquiror will have ongoing obligations after the Effective Time, in each case which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on of the type described in Schedule 5.17(a5.16(a) have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a5.16(a), whether or not set forth on Schedule 5.17(a5.16(a), was entered into at arm’s length in all material respects and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(aSchedule 5.16(a), whether or not set forth on Schedule 5.17(a5.16(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31May 20, 20172021, neither the Acquiror nor its Subsidiaries have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31May 20, 2017 2021 through the date hereof, neither the Acquiror nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule Section 5.17(a) of the Acquiror Schedules contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Subscription Agreements and the Subscription Agreementsany other Contracts contemplated by this Agreement) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule Section 5.17(a) of the Acquiror Schedules or forms of such Contracts have been delivered to or made available to filed with the Company or its agents or representativesSEC. (b) Each Contract of a type required to be listed on Schedule Section 5.17(a)) of the Acquiror Schedules, whether or not set forth on Schedule Section 5.17(a)) of the Acquiror Schedules, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a)) of the Acquiror Schedules, whether or not set forth on Schedule Section 5.17(a)) of the Acquiror Schedules, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31September 15, 20172020, neither the Acquiror nor its Subsidiaries have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31September 15, 2017 2020 through the date hereof, neither the Acquiror nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) 6.19 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement, the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries any Purchaser Party is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) 6.19 have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a)6.19, whether or not set forth on Schedule 5.17(a)6.19, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(aSchedule 6.19(a), whether or not set forth on Schedule 5.17(a)6.19, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party Purchaser Party thereto and, to the knowledge of the AcquirorPurchaser’s knowledge, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the AcquirorPurchaser’s knowledge, are enforceable by the Acquiror or its Subsidiaries each Purchaser Party to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries no Purchaser Party or, to the knowledge of the AcquirorPurchaser’s knowledge, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31the dates of their respective incorporations, 2017, neither the Acquiror nor its Subsidiaries have no Purchaser Party has received any written or, to the knowledge of the AcquirorPurchaser’s knowledge, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the AcquirorPurchaser’s knowledge, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries any Purchaser Party or, to the knowledge of the AcquirorPurchaser’s knowledge, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31the dates of their respective incorporations, 2017 through the date hereof, neither the Acquiror nor its Subsidiaries have no Purchaser Party has received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Acquiror Schedule 5.17(a) contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements Contract and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Acquiror Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a), whether or not set forth on Schedule 5.17(a), was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Acquiror Schedule 5.17(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, and are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries Acquiror or, to the knowledge of Acquiror, as of the Acquirordate of this Agreement, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 3129, 20172020, neither the Acquiror nor its Subsidiaries have has not received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 3129, 2017 2020 through the date hereof, neither the Acquiror nor its Subsidiaries have has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) SPAC Schedule 5.17(a) contains a listing of all Contracts including (i) every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement) and (ii) any Contract under which any broker, finder or investment banker is entitled to any brokerage, finder’s or other fee or commission in connection with the Forward Purchase Agreements and the Subscription Agreements) Transactions, or which has a fee tail still in effect, based upon arrangements made by or on behalf of SPAC or one or more of its Subsidiaries, in each case, to which, as of the date of this Agreement, Acquiror SPAC or one or more of its Subsidiaries is a party or by which any of their respective assets are boundbound (the “SPAC Material Contracts”). True, correct and complete copies of the SPAC Material Contracts listed on SPAC Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a), whether or not set forth on Schedule 5.17(a), was entered into at arm’s length and in the ordinary course of business. Except for any SPAC Material Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Acquisition Merger Closing Date, with respect to any Contract of the type described in Section SPAC Schedule 5.17(a), whether or not set forth on SPAC Schedule 5.17(a), (i) such Contracts are in full force and effect and represent represents the legal, valid and binding obligations of the Acquiror SPAC or its Subsidiaries party thereto and, to the knowledge of the AcquirorSPAC, represent represents the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the AcquirorSPAC, are is enforceable by the Acquiror SPAC or its Subsidiaries to the extent a party thereto in accordance with their its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case except as would not be material and adverse to SPAC, (ii) none of the AcquirorSPAC is not, its Subsidiaries or, to the knowledge of the Acquiror, nor has SPAC received written notice that any other party thereto is to such SPAC Material Contract is, in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such ContractSPAC Material Contract to which it is a party, (iii) since December 31March 16, 20172021, neither the Acquiror nor its Subsidiaries have SPAC has not received any written or, notice to the knowledge of the Acquirorterminate any SPAC Material Contract, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the AcquirorSPAC, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such SPAC Material Contract by the Acquiror or its Subsidiaries SPAC or, to the knowledge of the AcquirorSPAC, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31October 5, 2017 2020, through the date hereof, neither the Acquiror SPAC nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a5.16(a) contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a5.16(a) have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a5.16(a), whether or not set forth on Schedule 5.17(a5.16(a), was entered into at arm’s length in all material respects and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(aSchedule 5.16(a), whether or not set forth on Schedule 5.17(a5.16(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31June 30, 20172021, neither the Acquiror nor its Subsidiaries have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 2020 through the date hereof, neither the Acquiror nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) 6.16 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement, the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) have 6.16 have, as indicated on Schedule 6.16, been delivered filed with the SEC or are to or made available to be filed with the Company or its agents or representativesSEC not later than the date of Acquiror’s Form 10-K for the fiscal year ended December 31, 2022. (b) Each Contract of a type required to be listed on Schedule 5.17(a)6.16, whether or not set forth on Schedule 5.17(a)6.16, was entered into at on arm’s length terms and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a6.16(a), whether or not set forth on Schedule 5.17(a)6.16, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31its incorporation, 2017, neither the Acquiror nor its Subsidiaries have has not received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31the dates of their respective incorporations, 2017 through the date hereof, neither the Acquiror nor its Subsidiaries have has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a5.16(a) contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a5.16(a) have been delivered to or made available to the Company or and its agents or and representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a5.16(a), whether or not set forth on Schedule 5.17(a5.16(a), was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a5.16(a), whether or not set forth on Schedule 5.17(a5.16(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, and represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, and are enforceable by the Acquiror or its Subsidiaries Merger Sub to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, Merger Sub or any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December October 31, 20172019, neither the Acquiror nor its Subsidiaries Merger Sub have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or any of its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December October 31, 2017 2019 through the date hereof, neither the Acquiror nor any of its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) 6.16 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement, the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries Parent is a party or by which any of their respective its assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) 6.16 have been delivered to or made available to the Company or its agents or representatives. For the purposes of this Section 6.16, each Contract filed as an exhibit to the Parent SEC Reports shall be deemed to have been “made available” to the Company. (b) Each Contract of a the type required to be listed on Schedule 5.17(a6.16(a), whether or not set forth on Schedule 5.17(a6.16(a), was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any each Contract of the type described in Section 5.17(a6.16(a), whether or not set forth on Schedule 5.17(a), 6.16(a): (i) such Contracts are is in full force and effect and represent represents the legal, valid and binding obligations obligation of the Acquiror or its Subsidiaries party thereto Parent and, to the knowledge of the AcquirorParent, represent represents the legal, valid and binding obligations obligation of the other parties thereto, and, to the knowledge of the AcquirorParent, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto Parent in accordance with their its terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), ; (ii) none of the Acquiror, its Subsidiaries orneither Parent nor, to the knowledge of the AcquirorParent, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, ; (iii) since December 31November 7, 20172019, neither the Acquiror nor its Subsidiaries have Parent has not received any written or, to the knowledge of the AcquirorParent, oral claim or notice of material breach of or material default under any such ContractContract which, individually or in the aggregate, would be reasonably expected to be material to Parent; (iv) to the knowledge of the AcquirorParent, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries Parent or, to the knowledge of the AcquirorParent, any other party thereto (in each case, with or without notice or lapse of time or both) ); and (v) since December 31November 7, 2017 2019 through the date hereof, neither the Acquiror nor its Subsidiaries have Parent has not received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a), whether or not set forth on Schedule 5.17(a), was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31March 14, 20172019, neither the Acquiror nor its Subsidiaries have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31March 14, 2017 2019 through the date hereof, neither the Acquiror nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) 5.17 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) and any other Contract that provides for a material financial payment obligation or material restriction on the ability to operate the business (in each case, other than confidentiality and non-disclosure agreements, agreements and this Agreement, the Forward Purchase Agreements Agreement and the Subscription Ancillary Agreements) to which, as of the date of this Agreement, Acquiror CBAH or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) 5.17 have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a)5.17, whether or not set forth on Schedule 5.17(a)5.17, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof on or prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17(a)5.17, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror CBAH or its Subsidiaries party thereto and, to the knowledge of the AcquirorCBAH, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the AcquirorCBAH, are enforceable by the Acquiror CBAH or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the AcquirorCBAH, its Subsidiaries or, to the knowledge of the AcquirorCBAH, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 20172020, neither the Acquiror CBAH nor its Subsidiaries have received any written or, to the knowledge of the AcquirorCBAH, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the AcquirorCBAH, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror CBAH or its Subsidiaries or, to the knowledge of the AcquirorCBAH, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 2020, through the date hereof, neither the Acquiror CBAH nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) 5.17 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements Agreement and the Subscription Non-Redemption Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) 5.17 have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a)5.17, whether or not set forth on Schedule 5.17(a)5.17, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17(a)5.17, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 20172019, neither the Acquiror nor its Subsidiaries have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 2018 through the date hereof, neither the Acquiror nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) 5.17 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement, the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror Holicity or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) 5.17 have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a)5.17, whether or not set forth on Schedule 5.17(a)5.17, was entered into at arm’s length and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a), whether or not set forth on Schedule 5.17(a)5.17, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror Holicity or its Subsidiaries party thereto and, to the knowledge of the AcquirorHolicity, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the AcquirorHolicity, are enforceable by the Acquiror Holicity or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the AcquirorHolicity, its Subsidiaries or, to the knowledge of the AcquirorHolicity, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 20172019, neither the Acquiror Holicity nor its Subsidiaries have received any written or, to the knowledge of the AcquirorHolicity, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the AcquirorHolicity, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror Holicity or its Subsidiaries or, to the knowledge of the AcquirorHolicity, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 2018 through the date hereof, neither the Acquiror Holicity nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a) 6.16 contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, agreements and this Agreement, the Forward Purchase Agreements and the Subscription Agreements) to which, as of the date of this Agreement, PubCo, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a) have 6.16 have, as indicated on Schedule 6.16, been delivered filed with the SEC or are to or made available to be filed with the Company or its agents or representativesSEC not later than the date of Acquiror’s Form 10-K for the fiscal year ended December 31, 2022. (b) Each Contract of a type required to be listed on Schedule 5.17(a)6.16, whether or not set forth on Schedule 5.17(a)6.16, was entered into at on arm’s length terms and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(a6.16(a), whether or not set forth on Schedule 5.17(a)6.16, (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the PubCo, Acquiror or its Subsidiaries party thereto and, to the knowledge of the AcquirorAcquiror and PubCo, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the AcquirorAcquiror and PubCo, are enforceable by the PubCo, Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries PubCo or, to the knowledge of the AcquirorAcquiror and PubCo, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 2017its incorporation, neither the Acquiror nor its Subsidiaries have or PubCo has received any written or, to the knowledge of the AcquirorAcquiror and PubCo, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the AcquirorAcquiror and PubCo, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries PubCo or, to the knowledge of the AcquirorAcquiror and PubCo, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31the dates of their respective incorporations, 2017 through the date hereof, neither the Acquiror nor its Subsidiaries have PubCo has received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.

Contracts; No Defaults. (a) Schedule 5.17(a5.16(a) contains a listing of all Contracts including every “material contract” (as such term is defined in Item 601(b)(10) of Regulation S-K of the SEC) (other than confidentiality and non-disclosure agreements, this Agreement, the Forward Purchase Agreements Agreement and the Subscription Agreements) to which, as of the date of this Agreement, Acquiror or one or more of its Subsidiaries is a party or by which any of their respective assets are bound. True, correct and complete copies of the Contracts listed on Schedule 5.17(a5.16(a) have been delivered to or made available to the Company or its agents or representatives. (b) Each Contract of a type required to be listed on Schedule 5.17(a5.16(a), whether or not set forth on Schedule 5.17(a5.16(a), was entered into at arm’s length in all material respects and in the ordinary course of business. Except for any Contract that has terminated or will terminate upon the expiration of the stated term thereof prior to the Closing Date, with respect to any Contract of the type described in Section 5.17(aSchedule 5.16(a), whether or not set forth on Schedule 5.17(a5.16(a), (i) such Contracts are in full force and effect and represent the legal, valid and binding obligations of the Acquiror or its Subsidiaries party thereto and, to the knowledge of the Acquiror, represent the legal, valid and binding obligations of the other parties thereto, and, to the knowledge of the Acquiror, are enforceable by the Acquiror or its Subsidiaries to the extent a party thereto in accordance with their terms, subject in all respects to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), (ii) none of the Acquiror, its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto is in material breach of or material default (or would be in material breach, violation or default but for the existence of a cure period) under any such Contract, (iii) since December 31, 20172019, neither the Acquiror nor its Subsidiaries have received any written or, to the knowledge of the Acquiror, oral claim or notice of material breach of or material default under any such Contract, (iv) to the knowledge of the Acquiror, no event has occurred which, individually or together with other events, would reasonably be expected to result in a material breach of or a material default under any such Contract by the Acquiror or its Subsidiaries or, to the knowledge of the Acquiror, any other party thereto (in each case, with or without notice or lapse of time or both) and (v) since December 31, 2017 2019 through the date hereof, neither the Acquiror nor its Subsidiaries have received written notice from any other party to any such Contract that such party intends to terminate or not renew any such Contract.