Common use of Mutual Conditions to the Parties’ Obligations Clause in Contracts

Mutual Conditions to the Parties’ Obligations. The obligations of the Company, Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company, Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) The Form F-4, the Form 8-A and the Form F-6 shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order. (b) All Regulatory Approvals required to consummate the Merger and the transactions contemplated hereby shall have been obtained and any mandatory waiting periods related thereto (including any extension thereof) shall have expired. (c) The Backstop Agreements shall have been executed and remain subsisting and valid; (d) The Company Shareholder Approval shall have been obtained; (e) The Parent Shareholder Approval shall have been obtained; (f) No Order will have been entered and no Law will be in effect that prevents or makes illegal the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be rescinded; (g) The ADR Facility shall have been established; (h) Any clearance applications that are submitted in connection with the establishment of the ADR Facility, the issue of Parent Ordinary Shares to the Depositary Bank, the admission of the Parent ADRs to trading on Nasdaq, the trading of the Parent Ordinary Shares on AIM following admission of Parent ADRs to trading on Nasdaq or the transfer or issue of any Parent Ordinary Shares into the ADR Facility shall have received a response, in writing, from HMRC granting such clearance requested; and (i) The Parent ADSs to be issued as the Merger Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance. If the Closing occurs, all Closing conditions set forth in this Section 7.01 that have not been fully satisfied as of the Closing will be deemed to have been waived (as permitted by applicable Law) by the Company, Parent and Merger Sub.

Mutual Conditions to the Parties’ Obligations. The obligations of the Company, Parent and Merger Sub to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company, Parent and Merger Sub in writing) of the following conditions as of the Closing Date: (a) The Form F-4, the Form 8-A and the Form F-6 shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order. (b) All Regulatory Approvals required to consummate the Merger and the transactions contemplated hereby hereby, including without limitation, the filing with China Securities Regulatory Commission, shall have been obtained and any mandatory waiting periods related thereto (including any extension thereof) shall have expired. (c) The Backstop Agreements Company Shareholder Approval shall have been executed and remain subsisting and validobtained; (d) The Company Parent Shareholder Approval and Merger Sub Shareholder Approval shall have been obtained; (e) The Parent Shareholder Approval shall have been obtained; (f) No Order will shall have been entered and no Law will shall be in effect that prevents or makes illegal the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be rescinded; (gf) The ADR Facility shall have been established; (hg) Any clearance applications that are submitted in connection with the establishment of the ADR Facility, the issue of Parent Ordinary Shares to the Depositary Bank, the admission of the Parent ADRs to trading on Nasdaq, the trading of the Parent Ordinary Shares on AIM KOSDAQ following admission of Parent ADRs to trading on Nasdaq or the transfer or issue of any Parent Ordinary Shares into the ADR Facility shall have received a response, in writing, from HMRC KOSDAQ granting such clearance requested; and; (ih) The Parent ADSs to be issued as the Merger Consideration shall have been approved for listing on Nasdaq, subject to official notice of issuance; (i) There shall not be pending any Legal Proceeding by a Governmental Entity (i) seeking to enjoin, restrain or prohibit the consummation of the Merger pursuant to any applicable Antitrust Laws, or (ii) seeking to impose any Regulatory Restraint; and (j) Upon the Closing, there shall be Available Liquidity of at least ten million United States Dollars ($10 million). If the Closing occurs, all Closing conditions set forth in this Section 7.01 that have not been fully satisfied as of the Closing will shall be deemed to have been waived (as permitted by applicable Law) by the Company, Parent and Merger Sub.

Mutual Conditions to the Parties’ Obligations. The obligations of the Company, Parent and Merger Sub Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver in writing by the CompanySPAC, Parent the Company and Merger Sub in writing) of the following conditions as of the Closing Date:: Page 69 of 104 Agreement and Plan of Merger, by and among Babylon Holdings Limited, Liberty USA Merger Sub, Inc.and Alkuri Global Acquisition Corp. (a) The Form F-4, F-4 and the Form 8-A and the Form F-6 shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceedings Legal Proceedings seeking a stop order. (b) All material Regulatory Approvals required to consummate the Merger and the transactions contemplated hereby (including those set forth on Section 7.01 of the Company Disclosure Letter) shall have been obtained and any mandatory waiting periods related thereto (including any extension thereof) shall have expiredexpired or been terminated. (c) The Backstop Agreements All required filings under the HSR Act shall have been executed completed and remain subsisting any applicable waiting period (and valid;any extension thereof) applicable to the consummation of the transactions under the HSR Act shall have expired or been terminated. (d) The Company SPAC Shareholder Approval shall have been obtained; (e) The Parent Shareholder Approval shall have been obtained; (f) No Order will have been entered and no Law will be in effect that prevents or makes illegal the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be rescinded; (gf) The ADR Facility shall have been established; Pubco Shares (h) Any clearance applications that are submitted including the Pubco Class A Shares to be issued in connection with the establishment of the ADR Facility, the issue of Parent Ordinary Shares to the Depositary Bank, the admission of the Parent ADRs to trading on Nasdaq, the trading of the Parent Ordinary Shares on AIM following admission of Parent ADRs to trading on Nasdaq or the transfer or issue of any Parent Ordinary Shares into the ADR Facility shall have received a response, in writing, from HMRC granting such clearance requested; and (iTransactions) The Parent ADSs to be issued as the Merger Consideration shall have been approved for listing on NasdaqNasdaq following Closing, subject only to official notice of issuance. If ; (g) Each of the Closing occursCompany and Merger Sub on the one hand, all Closing conditions set forth in this Section 7.01 that and the SPAC, on the other hand, shall have not been fully satisfied received reasonably satisfactory evidence that, following the Effective Time, the Company will qualify as a foreign private issuer pursuant to Rule 4b-4 of the Exchange Act as of the Closing will be deemed to Closing; and (h) The SPAC shall have been waived at least $5,000,001 of net tangible assets (as permitted by applicable Lawdetermined in accordance with Rule 3a51-1(g)(1) by of the Company, Parent and Merger Sub.Exchange Act) immediately prior to the Effective Time;

Mutual Conditions to the Parties’ Obligations. The obligations of the Company, Parent and Merger Sub Parties to consummate the transactions contemplated by this Agreement are subject to the satisfaction (or, if permitted by applicable Law, waiver by the Company, Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub in writing) of the following conditions as of the Merger Closing Date: (a) The Form F-4, F-4 and the Form 8-A and the Form F-6 shall have been declared effective by the SEC under the Securities Act and shall not be the subject of any stop order or proceedings seeking a stop order.; (b) All Regulatory Approvals required to consummate the Merger Business Combination and the transactions contemplated hereby shall have been obtained and any mandatory waiting periods related thereto (including any extension thereof) shall have expired., the other Transaction Documents, the transactions contemplated hereby and thereby; (c) The Backstop Agreements shall have been executed and remain subsisting and valid; (d) The Company Shareholder Approval shall have been obtained; (ed) The Parent Squirrel HoldCo Shareholder Approval shall have been obtained; (fe) No Order will have been entered and no Law will be in effect that prevents or makes illegal the performance of this Agreement or the consummation of any of the transactions contemplated hereby, declares unlawful the transactions contemplated by this Agreement or causes such transactions to be rescinded; (gi) The ADR Facility shall have been established; (h) Any clearance applications that are submitted Squirrel Cayman’s initial listing application as a foreign private issuer with the Nasdaq in connection with the establishment Business Combination shall have been conditionally approved and, upon the Merger Closing, Parent shall satisfy any applicable listing requirements of the ADR FacilityNasdaq and Parent shall not have received any written notice of non-compliance from Nasdaq, FINRA or the issue SEC therewith, unless any non-compliance is cured within thirty (30) days of receiving such notice or does not have any material adverse effect on the approval of Squirrel Cayman’s initial listing application, and (ii) Parent Ordinary Shares to the Depositary Bank, the admission of the Parent ADRs to trading on Nasdaq, the trading of the Parent Ordinary Shares on AIM following admission of Parent ADRs to trading on Nasdaq or the transfer or issue of any Parent Ordinary Shares into the ADR Facility shall have received a response, in writing, from HMRC granting such clearance requested; and (i) The Parent ADSs to be issued as in connection with the Merger Consideration Business Combination shall have been approved for listing on the Nasdaq, any mandatory waiting periods related thereto (including any extension thereof) shall have expired and the listing on the Nasdaq shall be only subject to official notice of issuance; (g) all Transaction Documents shall have been executed and delivered by the other parties thereto and been in full force and effect in accordance with the terms thereof as of the Merger Closing; (h) all necessary actions shall have been taken such that the size and composition of Parent Board shall comply with the requirements for listing on the applicable Nasdaq market upon the Merger Closing; and (i) the Reorganization Closing has occurred. If the Merger Closing occurs, all Merger Closing conditions set forth in this Section 7.01 8.1 that have not been fully satisfied as of the Merger Closing will be deemed to have been waived (as permitted by applicable Law) by the Company, Squirrel HoldCo, Squirrel Cayman (including as Parent upon and following the Reorganization Closing) and Merger Sub.