Common use of Other Conditions to the Obligations of the Company Clause in Contracts

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions: (a) (i) the CCTS Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS HighCape Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the HighCape Parties set forth in Section 4.15(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the HighCape Parties (other than the CCTS HighCape Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the HighCape Parties set forth in Section 4.15(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS HighCape Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS HighCape Material Adverse Effect; (b) CCTS the HighCape Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) the Aggregate Transaction Proceeds shall be equal to or greater than $160,000,000; (d) HighCape’s listing application with the Nasdaq in connection with the transactions contemplated by this Agreement shall have been approved and, immediately following the Effective Time, HighCape shall satisfy any applicable listing requirements of the Nasdaq, and HighCape shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the HighCape Common Stock (including, for the avoidance of doubt, the HighCape Common Stock to be issued pursuant to the Merger) shall have been approved for listing on the Nasdaq; (e) the HighCape Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 5.16(a)(i) and (ii); (f) at or prior to the Closing, the Company HighCape shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSHighCape, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and, in a form and substance reasonably satisfactory to the Company; (ii) the Investor Executive Chairman Agreement duly executed by HighCape; and (iii) the Registration Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoHighCape.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Atlas Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; ) and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Atlas Parties (other than the CCTS Atlas Fundamental Representations and the CCTS Capitalization Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Atlas Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an Atlas Material Adverse Effect; (b) CCTS the Atlas Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; (c) the Aggregate Transaction Proceeds shall be equal to or greater than $600,000,000; and (cd) at or prior to the Closing, the Company Atlas shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSAtlas, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (ii) the Investor Registration Rights Agreement duly executed by CCTS, CHM, ARWM Atlas and any other CCTS Related Party theretothe Atlas Sponsor.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS ARYA Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the ARYA Parties set forth in Section 4.15(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the ARYA Parties (other than the CCTS ARYA Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the ARYA Parties set forth in Section 4.15(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS ARYA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an ARYA Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Purchaser Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the Purchaser Parties set forth in Section 4.15(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Purchaser Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) as of the date of this Agreement and material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Purchaser Parties (other than the CCTS Purchaser Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the Purchaser Parties set forth in Section 4.15(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Purchaser Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an Purchaser Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company and Transferors to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company (on behalf of itself and/or Transferors) of the following further conditions: (a) (i) the CCTS Bannix Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Bannix Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , and (ii) the CCTS Capitalization Representations representations and warranties of Bannix (other than the Bannix Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effectmaterial adverse effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Bannix Material Adverse Effect; (b) CCTS Bannix shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) since the date of this Agreement, no Bannix Material Adverse Effect has occurred; (d) at or prior to closing, all officers and directors of Bannix shall have executed written resignations effective as of Closing; (e) at or prior to the Closing, the Company Bannix shall have delivered, or caused to be delivered, to CCTS the following documents: (i) delivered a certificate duly executed by an authorized officer of CCTSBannix, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company (the “Bannix Closing Certificate”). (f) at or prior to closing, the Transferors receiving confirmation from HM Revenue & Customs that in respect of the transactions contemplated by this Agreement (i) no counteraction notice under section 698 Income Tax Act 2007 will be given; and and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoprovisions of section 137 of the Taxation of Chargeable Gains Act 1992 do not apply with the result that the provisions of section 135 of that Act would not be prevented from applying.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions: (a) the Aggregate Cash Proceeds shall be equal to or greater than $250,000,000; (i) the CCTS FLAC Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS FLAC Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Commencement Date, as though made on and as of the Closing Commencement Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS FLAC Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS FLAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Commencement Date, as though made on and as of the Closing Commencement Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS FLAC set forth in ‎ARTICLE IV Article 4 (other than the CCTS FLAC Fundamental Representations and the CCTS FLAC Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS FLAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Commencement Date, as though made on and as of the Closing Commencement Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS FLAC Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver waiver, at or prior to the Closing Date, by the Company, Company of the following further conditions: (a) (i) the CCTS FRLA Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respectsde minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except for de minimis inaccuracies) as of such earlier date); and (ii) the CCTS Capitalization Representations representations and warranties of the FRLA Parties contained in Article IV of this Agreement (other than the FRLA Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS FRLA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS FRLA Material Adverse Effect; (b) CCTS the FRLA Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) at or prior to the Closing, the Company FRLA shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSFRLA, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a6.3(a), Section ‎7.3(b6.3(b) and Section ‎7.3(c6.3(d) are satisfied, in a form and substance reasonably satisfactory to the Company; and (iid) FRLA shall have delivered to the Investor Rights Agreement duly executed by CCTS, CHM, ARWM Company a good standing certificate (or similar documents applicable for such jurisdictions) for each of FRLA and any other CCTS Related Party theretoMerger Sub certified as of a date no earlier than ten (10) days prior to the Closing Date from the Secretary of State of the State of Delaware.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions: (a) (i) the CCTS Priveterra Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Priveterra Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct in all respectslimitation set forth therein) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Priveterra Material Adverse Effect” or any similar limitation set forth hereintherein) as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Priveterra Parties (other than the CCTS Priveterra Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties set forth in Section 4.6(a)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Priveterra Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Priveterra Material Adverse Effect” or any similar limitation set forth therein) as of such earlier date), except except, in the case of this clause (iii), where the failure of such representations and warranties to be true and correct, taken as a whole, does not, and would not constitute reasonably be expected to, cause a CCTS Priveterra Material Adverse Effect; (b) CCTS the Priveterra Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS the Priveterra Parties under this Agreement at or prior to the Closing; (c) there being at least $45,000,000 in Available Closing Cash; (d) since the date of this Agreement, no Priveterra Material Adverse Effect has occurred and is continuing; (e) as of immediately following the Closing, the Priveterra Board shall consist of the number of directors, and be otherwise constituted in accordance with Section 5.16 (assuming for purposes of testing this condition that each such director then satisfies applicable Listing Exchange requirements and is willing to serve); and (cf) at or prior to the Closing, the Company Priveterra shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSPxxxxxxxxx, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and (ii) , in a form and substance reasonably satisfactory to the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoCompany.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Closing are subject to the satisfaction or, if permitted by applicable Law, waiver in writing by the Company, Company of the following further conditions: (a) (i) the CCTS AJAX Fundamental Representations (other than the representations and warranties set forth in the last sentence of Section 4.1(b) and in Section 4.7(a)) shall be true and correct in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except for to the extent that any such representations representation and warranties that are qualified by their terms by any limitation warranty is made as to “materiality,” “CCTS Material Adverse Effect” or similar limitationof an earlier date, in which representations case such representation and warranties as so qualified warranty shall be true and correct in all respectsmaterial respects as of such earlier date), (ii) the representations and warranties set forth in Section 4.7(a) shall be true and correct in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except for de minimis inaccuracies) as of such earlier date), (iii) the representations and warranties set forth in the last sentence of Section 4.1(b) and in Section 4.9(a) shall be true and correct in all respects as of the date of this Agreement and the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); ) and (iiiv) the CCTS Capitalization Representations representations and warranties of the AJAX Parties (other than the representations and warranties contemplated by clauses (i) through (iii) above) contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS AJAX Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an AJAX Material Adverse Effect; (b) CCTS the AJAX Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) since the date of this Agreement, no AJAX Material Adverse Effect shall have occurred; (d) at or prior to the Closing, the Company AJAX shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSAJAX, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; (ii) the Exchange Agent Agreement, duly executed by AJAX and the Exchange Agent; and (iiiii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM AJAX and any other CCTS Related Party theretothe Sponsor. (e) the Aggregate Transaction Proceeds shall be equal to or greater than $1,000,000,000.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Acquiror Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Acquiror Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth therein) in all respects) material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); ) and (ii) the CCTS Capitalization Representations representations and warranties set forth in ‎Article 4 (other than the Acquiror Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Acquiror Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does would not constitute a CCTS have an Acquiror Material Adverse Effect; (b) CCTS the Acquiror Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement and each of the Ancillary Documents at or prior to the Closing; and; (c) at or prior to the Closing, the Company Acquiror shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSAcquiror, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b‎Section 6.3(a) and Section ‎7.3(c‎Section 6.3(b) are satisfied, in each case, in form and substance reasonably satisfactory to the Company; (ii) a copy of the Exchange Agent Agreement, duly executed by Acquiror, the Sponsor and the Exchange Agent; (iii) evidence that the Acquiror Charter in substantially the form attached hereto as Exhibit E (or with such changes as may be reasonably approved by the Company and Acquiror) has been filed with the Secretary of State of Delaware; and (iiiv) a copy of the Investor Registration Rights Agreement Agreement, duly executed by CCTS, CHM, ARWM Acquiror and any other CCTS Related Party theretothe Sponsor; (d) Each of the covenants of the Sponsor required under the Sponsor Agreement to be performed as of or prior to the Closing shall have been performed in all material respects; and (e) the Available Distributable Cash shall be equal to or greater than $225,000,000.00 (the “Minimum Cash Condition”).

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Acquiror Fundamental Representations (other than the representations and warranties set forth in Section 5.2) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 5.2 shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS the Acquiror Parties set forth in ‎ARTICLE IV Article 5 (other than the CCTS Acquiror Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality,” “Acquiror Impairment Effect” or “CCTS Acquiror Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an Acquiror Material Adverse Effect or Acquiror Impairment Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Mergers are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) the representations and warranties of Parent and the Merger Subs set forth in (i) the CCTS Fundamental Representations shall be true Section 4.2, Section 4.7 and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified Section 4.11 shall be true and correct in all respects) , except for de minimis inaccuracies, as of the date of this Agreement and as of the Closing Date, as though if made on and as of the Closing Date such time (except to the extent that any such representation and warranty is expressly made as of an earlier a specified date, in which case as of such representation date), (ii) Section 4.10(ii) and warranty Section 4.13 shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though if made on and as of the Closing Date such time (except to the extent that any such representation and warranty is expressly made as of an earlier a specified date, in which case as of such representation date), and warranty (iii) ARTICLE 4, other than those specified in the foregoing clauses (i) and (ii), shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though if made on and as of the Closing Date such time (except to the extent that any such representation and warranty is expressly made as of an earlier a specified date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be so true and correct, taken correct (without giving effect to any limitations as a wholeto “materiality” or “Parent Material Adverse Effect” set forth therein), does not constitute constitute, individually or in the aggregate, a CCTS Parent Material Adverse Effect; (b) CCTS Parent and the Merger Subs shall each have performed and complied in all material respects with the all covenants and agreements required to be performed or complied with by CCTS them under this Agreement at on or prior to the Closing; andClosing Date; (c) at or prior Parent shall have delivered to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTScertificate, dated as of the Closing DateDate and signed by an executive officer of Parent, certifying to the effect that the conditions specified set forth in Section ‎7.3(a), Section ‎7.3(bparagraphs (a) and (b) of this Section ‎7.3(c6.3 have been satisfied; (d) are satisfiedCD&R Roadhouse Holdings, L.P., on its own behalf and on behalf of all other Stockholders, shall have received from Debevoise & Pxxxxxxx LLP, or other counsel to CD&R Roadhouse Holdings, L.P., a written opinion to the effect that the First Merger, taken together with the Second Merger, will qualify as a reorganization within the meaning of Section 368(a) of the Code. In rendering such opinion, such counsel shall be entitled to rely upon information, representations, covenants and assumptions provided by Parent and the Company including representations from Parent substantially in the form of Schedule 5.10(f) and representations from the Company substantially in the form of Schedule 5.10(g); (e) to the extent approval is required by the rules of the NASDAQ for the listing on the NASDAQ of the shares of Parent Stock to be issued in the First Merger, such approval shall have been obtained, subject to official notice of issuance; and (iif) the Investor Rights Agreement duly executed by CCTSShareholder Designees shall have been appointed as members of the Parent Board, CHM, ARWM and any other CCTS Related Party theretoeffective upon the First Effective Time.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate consummate, or cause to be consummated, the Merger transactions contemplated by this Agreement (including the Closings) are subject to the satisfaction or, if permitted by applicable Law, waiver by the CompanyCompany (on behalf of itself and Pubco), of the following further conditionsconditions at or prior to the Intermediate Merger Effective Time: (a) (i) the CCTS CPUH Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS CPUH Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct in all respectslimitation set forth therein) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS CPUH Material Adverse Effect” or any similar limitation set forth hereintherein) as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the all other representations and warranties of CCTS the CPUH Parties set forth in ‎ARTICLE IV Article 4 of this Agreement (other than the CCTS CPUH Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS CPUH Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “CPUH Material Adverse Effect” or any similar limitation set forth therein) as of such earlier date), except except, in the case of this clause (iii), where the failure of such representations and warranties to be true and correct, taken as has not had, and would not reasonably be expected to have, individually or in the aggregate, a whole, does not constitute a CCTS CPUH Material Adverse Effect; (b) CCTS the CPUH Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS the CPUH Parties under this Agreement at or prior to the Intermediate Merger Closing; (c) since the date of this Agreement, no CPUH Material Adverse Effect has occurred and is continuing; (d) the approval of the sole stockholder of Merger Sub I and the approval of the sole member of Merger Sub II, each as contemplated in Section 5.9, shall each have been obtained; and (ce) at or prior to the Intermediate Merger Closing, the Company CPUH shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSCPUH, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a6.3(a), Section ‎7.3(b6.3(b) and Section ‎7.3(c6.3(c) are satisfied; and (ii) , in a form and substance reasonably satisfactory to the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoCompany.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS SLAM Fundamental Representations (other than the representations and warranties set forth in Section 4.4(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.4(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV SLAM (other than the CCTS SLAM Fundamental Representations and the CCTS Capitalization Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SLAM Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS SLAM Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions: (a) (i) the CCTS Redwoods Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Redwoods Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct in all respectslimitation set forth therein) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Redwoods Material Adverse Effect” or any similar limitation set forth hereintherein) as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Redwoods Parties (other than the CCTS Redwoods Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties set forth in Section 4.6(a)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Redwoods Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Redwoods Material Adverse Effect” or any similar limitation set forth therein) as of such earlier date), except except, in the case of this clause (iii), where the failure of such representations and warranties to be true and correct, taken as a whole, does not, and would not constitute reasonably be expected to, cause a CCTS Redwoods Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS SOAC Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the SOAC Parties set forth in Section 4.15(i) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the SOAC Parties (other than the CCTS SOAC Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the SOAC Parties set forth in Section 4.15(i)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SOAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS SOAC Material Adverse Effect; (b) CCTS the SOAC Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) the Aggregate Transaction Proceeds shall be equal to or greater than $250,000,000; (d) since the date of this Agreement, no SOAC Material Adverse Effect has occurred that is continuing; (e) at or prior to the Closing, the Company SOAC shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSSOAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and, in a form and substance reasonably satisfactory to the Company; (iif) at or prior to the Investor Closing, SOAC shall have delivered, or caused to be delivered, to the Company the Registration Rights Agreement duly executed by CCTSan authorized officer of SOAC, CHMdated as of the Closing Date; and (g) SOAC shall have taken all actions necessary or appropriate such that effective immediately after the Effective Time, ARWM the SOAC Board shall consist of the number of directors, and any other CCTS Related Party theretobe comprised of the individuals, determined pursuant to Section 5.15.

Other Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing and to consummate the Merger Transaction are subject to the satisfaction (or, if permitted by applicable Law, waiver in writing by the Company, Representative) of the following further conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (iOrganization and Power), Section 4.2 (Authorization of Agreement) the CCTS Fundamental Representations and Section 4.8 (Financial Advisors) shall be true and correct in all material but de minimis respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement on and as of the Closing Date, Date as though made on and as of the Closing Date (except to the extent other than such representations and warranties that any such representation are made on and warranty is made as of an earlier a specified date, in which case such representation representations and warranty warranties shall be true and correct in all material but de minimis respects only as of such earlier the specified date); ; (iib) the CCTS Capitalization Representations representations and warranties of Parent and Merger Sub set forth in ARTICLE IV (other than those referred to in clause (a) above) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement on and as of the Closing Date, Date as though made on and as of the Closing Date (except to the extent other than such representations and warranties that any such representation are made on and warranty is made as of an earlier a specified date, in which case such representation representations and warranty warranties shall be true and correct in all respects only as of such earlier the specified date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation the facts, events and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of circumstances that cause such representations and warranties to not be true and correct, taken correct as of such dates have not had a whole, does not constitute a CCTS Parent Material Adverse EffectEffect (provided that for the purposes of the foregoing clause, qualifications as to materiality and Parent Material Adverse Effect contained in such representations and warranties shall not be given effect); (bc) CCTS Parent and Merger Sub shall have performed and complied in all material respects with the all covenants and agreements required to be performed or complied with by CCTS it under this Agreement at on or prior to the ClosingClosing Date; and (cd) at or prior to or at the Closing, the Company Parent shall have delivered, or caused delivered to be delivered, to CCTS the following documents: (i) Representative a certificate duly executed by of an authorized officer of CCTSParent, dated as of the Closing Date, in form and substance reasonably acceptable to the Representative, to the effect that the conditions specified in Section ‎7.3(aSections 6.3(a), Section ‎7.3(b6.3(b) and Section ‎7.3(c6.3(c) are have been satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS RACA Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the RACA Parties set forth in Section 4.15(g) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the RACA Parties (other than the CCTS RACA Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the RACA Parties set forth in Section 4.15(g)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “"materiality” " or “CCTS "RACA Material Adverse Effect” " or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS RACA Material Adverse Effect; (b) CCTS the RACA Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) at or prior to the Closing, the Company RACA shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSRACA, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (ii) the Investor Registration and Stockholder Rights Agreement duly executed by CCTS, CHM, ARWM RACA and any other CCTS Related Party theretothe Sponsor.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS JAWS Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the JAWS Parties (other than the CCTS JAWS Fundamental Representations and the CCTS Capitalization Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS JAWS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS JAWS Material Adverse Effect; (b) CCTS the JAWS Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; (c) JAWS’s initial listing application with NYSE in connection with the transactions contemplated by this Agreement shall have been approved and, immediately following the Effective Time, JAWS shall satisfy any applicable initial and continuing listing requirements of NYSE, and JAWS shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the JAWS Shares (after giving effect, for the avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the New JAWS Shares to be issued pursuant to the Merger) shall have been approved for listing on NYSE; (d) the Aggregate Transaction Proceeds shall be equal to or greater than $350,000,000; (e) the Domestication shall have been consummated and all matters contemplated pursuant to Section 2.1(a) shall have been completed; (f) the New JAWS Board shall consist of the number of directors, and be comprised of the individuals and classes, determined pursuant to Section 5.15(a) and Section 5.15(b); and (cg) at or prior to the Closing, the Company JAWS shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSJAWS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b7.3(a) and Section ‎7.3(c7.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (ii) the Investor A&R Registration Rights Agreement duly executed by CCTSNew JAWS, CHM, ARWM the Sponsor and any other CCTS Related Party theretothe Other Class B Shareholders.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Dragoneer Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the Dragoneer Parties set forth in Section 4.15(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Dragoneer Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) as of the date of this Agreement and material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Dragoneer Parties (other than the CCTS Dragoneer Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the Dragoneer Parties set forth in Section 4.15(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Dragoneer Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Dragoneer Material Adverse Effect; (b) CCTS the Dragoneer Parties shall have performed and complied not be in all material respects with breach of the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; (c) the existing certificate of incorporation of Dragoneer shall be amended and restated in the form of the Dragoneer Certificate of Incorporation; (d) the members of the Dragoneer Board determined in accordance with Section 5.16(b) shall have been duly elected, and the Officers determined in accordance with Section 5.16(c) shall have been duly appointed; and (ce) at or prior to the Closing, the Company Dragoneer shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSDragoneer, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and (ii) , in a form and substance reasonably satisfactory to the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoCompany.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Carmell Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Carmell Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), and (ii) the representations and warranties of the Carmell Parties (other than the Carmell Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “Carmell Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Carmell Material Adverse Effect; (b) CCTS the Carmell Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS the Carmell Parties under this Agreement at or prior to the Closing; and; (c) no Carmell Material Adverse Effect shall have occurred and be continuing; (d) at or prior to the Closing, the Company Xxxxxxx shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTSXxxxxxx, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (iie) at or prior to the Investor Closing, Xxxxxxx shall have delivered, or caused to be delivered, the Registration Rights Agreement duly executed by CCTS, CHM, ARWM Xxxxxxx and any other CCTS Related Party theretocertain stockholders of Carmell.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions: (a) (i) the CCTS SPAC Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS SPAC Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct in all respectslimitation set forth therein) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein) as of such earlier date); , and (ii) the CCTS Capitalization Representations representations and warranties of the SPAC Parties (other than the SPAC Fundamental Representations) contained in ARTICLE IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SPAC Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SPAC Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except except, in the case of this clause (ii), where the failure of such representations and warranties to be true and correct, taken as a whole, does not, and would not constitute reasonably be expected to, cause a CCTS SPAC Material Adverse Effect; (b) CCTS the SPAC Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS the SPAC Parties under this Agreement at or prior to the Closing; and; (c) there being at least $8,700,000 in Available Closing Cash; (d) since the date of this Agreement, no SPAC Material Adverse Effect has occurred and is continuing; (e) the Employment Agreements shall have been signed by the respective executives party thereto in form reasonably satisfactory to the Parties, with approval of the form Employment Agreement not to be unreasonably withheld, conditioned or delayed by the SPAC; (f) at or prior to the Closing, the Company SPAC shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSSPAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a6.3(a), Section ‎7.3(b6.3(b) and Section ‎7.3(c6.3(d) are satisfied, in a form and substance reasonably satisfactory to the Company; and (iig) the Investor Rights Agreement duly each Ancillary Document to which SPAC or Sponsor is or is to be a party pursuant hereto shall have been executed and delivered by CCTS, CHM, ARWM SPAC or Sponsor and any other CCTS Related Party theretoshall be in full force and effect.

Other Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing and to consummate the Merger Transaction are subject to the satisfaction (or, if permitted by applicable Law, waiver in writing by the Company, Representative) of the following further conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (iOrganization and Power), Section 4.2 (Authorization of Agreement) the CCTS Fundamental Representations and Section 4.8 (Financial Advisors) shall be true and correct in all respects (in the case of any such representation or warranty qualified by materiality or Parent Material Adverse Effect) or in all material respects (except for such representations and warranties that are in the case of any representation or warranty not qualified by their terms by any limitation as to “materiality,” “CCTS materiality or Parent Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent other than such representations and warranties that any such representation are made on and warranty is made as of an earlier a specified date, in which case such representation representations and warranty warranties shall be true and correct in all material respects only as of such earlier the specified date); ; (iib) the CCTS Capitalization Representations representations and warranties of Parent and Merger Sub set forth in ARTICLE IV (other than those referred to in Section 6.3(a)) shall be true and correct (without giving effect to any limitation on and as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects of the Closing Date as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent other than such representations and warranties that any such representation are made on and warranty is made as of an earlier a specified date, in which case such representation representations and warranty warranties shall be true and correct in all respects only as of such earlier the specified date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation the facts, events and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of circumstances that cause such representations and warranties to not be true and correct, taken correct as of such dates have not had a whole, does not constitute a CCTS Parent Material Adverse EffectEffect (provided that for the purposes of the foregoing clause, qualifications as to materiality and Parent Material Adverse Effect contained in such representations and warranties shall not be given effect); (bc) CCTS Parent and Merger Sub shall have performed and complied in all material respects with the all covenants and agreements required to be performed or complied with by CCTS it under this Agreement at on or prior to the ClosingClosing Date; and (cd) at or prior to or at the Closing, the Company Parent shall have delivered, or caused delivered to be delivered, to CCTS the following documents: (i) Representative a certificate duly executed by of an authorized officer of CCTSParent, dated as of the Closing Date, in form and substance reasonably acceptable to the Representative, to the effect that the conditions specified in Section ‎7.3(aSections 6.3(a), Section ‎7.3(b6.3(b) and Section ‎7.3(c6.3(c) are have been satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS CBRG Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.12(a) shall be true and correct in all respects as of the date of this Agreement and the Closing Date, as though made on and as of the Closing Date (without giving effect except to the extent that any limitation such representation and warranty is made as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation of an earlier date, in which case such representation and warranty shall be true and correct in all respects of such earlier date) and (iii) the representations and warranties of the CBRG Parties (other than the CBRG Fundamental Representations and the representations and warranties set forth hereinin Section 4.12(a)) contained in Article 4 of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as correct would not have a whole, does not constitute a CCTS CBRG Material Adverse Effect; (b) CCTS none of the CBRG Parties shall have performed and complied be in all material respects with the breach of any of their respective covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) at or prior to the Closing, the Company CBRG shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSCBRG, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (iid) CBRG Sponsor shall have performed or complied in all material respects with all agreements and covenants required by the Investor Rights Sponsor Letter Agreement duly executed to be performed or complied with by CCTSCBRG Sponsor on or prior to the CBRG Merger Effective Time, CHM, ARWM except where the failure by CBRG Sponsor to so perform or comply would not materially and any other CCTS Related Party theretoadversely affect the Parties’ ability to consummate the transactions contemplated by this Agreement.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Rotor Fundamental Representations (other than the representations and warranties set forth in Section 4.1(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Rotor Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitations set forth therein) in all respects) material respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date (Date, except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) each of the CCTS Capitalization Representations representations and warranties set forth in Section 4.1(a) shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date and (iii) the representations and warranties set forth in Article 4 (other than the Rotor Fundamental Representations), without giving effect to any limitation as to “materiality” or “CCTS Rotor Material Adverse Effect” or any similar limitation limitations set forth herein) therein, shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date Date, (A) except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty the same shall be true and correct in all respects as of such earlier datedate (subject to, for the avoidance of doubt, clause (B) of this Section 6.3(a)(iii)), other than de minimis inaccuracies; and (iiiB) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does would not constitute have a CCTS Rotor Material Adverse Effect; (b) CCTS the Rotor Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement and each of the Ancillary Documents at or prior to the Closing; and; (c) there shall not have occurred any amendment or modification to the Waiver Agreement, other than as consented to in writing by the Company after the date hereof; (d) at or prior to the Closing, the Company Rotor shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSRotor, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in each case, in form and substance reasonably satisfactory to the Company; (ii) a copy of the Exchange Agent Agreement, duly executed by Rotor, the Sponsor and the Exchange Agent; (iii) the Amended and Restated Charter of Rotor in the form included in Exhibit H (or with such changes as may be reasonably approved by the Company and Rotor) shall have been filed with the Secretary of State of Delaware; (iv) a copy of the Registration Rights Agreement, duly executed by Rotor and the Sponsor; and (iiv) written resignations of all directors of Rotor as of immediately prior to the Investor Rights Agreement Closing other than those persons identified as continuing directors in accordance with Section 5.17, duly executed by CCTS, CHM, ARWM such directors and any other CCTS Related Party theretoeffective as of the Effective Time; and (e) the Aggregate Rotor Transaction Proceeds shall be greater than or equal to $200,000,000 (the “Minimum Cash Condition”).

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Tailwind Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , and (ii) the CCTS Capitalization Representations representations and warranties of the Tailwind Parties (other than the Tailwind Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effectmaterial adverse effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Tailwind Material Adverse Effect; (b) CCTS the Tailwind Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; (c) as of immediately following the Effective Time, the Tailwind Board shall consist of the number of directors, and be comprised of the individuals and classes, determined pursuant to Section 5.16(a)(i) and Section 5.16(a)(ii); and (cd) at or prior to the Closing, the Company Tailwind shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSTailwind, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and (ii) , in a form and substance reasonably satisfactory to the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoCompany.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions: (a) (i) the CCTS SPAC Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS SPAC Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct in all respectslimitation set forth therein) as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein) (except for de minimis inaccuracies) as of such earlier date); , and (ii) the CCTS Capitalization Representations representations and warranties of the SPAC Parties (other than the SPAC Fundamental Representations) contained in Article IV of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SPAC Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SPAC Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except except, in the case of this clause (ii), where the failure of such representations and warranties to be true and correct, taken as a whole, does not, and would not constitute reasonably be expected to, cause a CCTS SPAC Material Adverse Effect; (b) CCTS the SPAC Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS the SPAC Parties under this Agreement at or prior to the Closing; and; (c) there being at least $30,000,000 in Available Closing Cash; (d) since the date of this Agreement, no SPAC Material Adverse Effect has occurred and is continuing; (e) at or prior to the Closing, the Company SPAC shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSSPAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a6.3(a), Section ‎7.3(b6.3(b) and Section ‎7.3(c6.3(d) are satisfied; and (iif) each Ancillary Document to which SPAC or Sponsor is or is to be a party pursuant hereto shall have been executed and delivered by SPAC or Sponsor and (other than the Investor Rights Agreement duly executed by CCTS, CHM, ARWM Employment Agreements) shall be in full force and any other CCTS Related Party theretoeffect.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS SPAC Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV SPAC (other than the CCTS SPAC Fundamental Representations and the CCTS Capitalization Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SPAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS SPAC Material Adverse Effect; (bc) CCTS SPAC shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (cd) since the date of this Agreement, no SPAC Material Adverse Effect has occurred that is continuing; (e) at or prior to the Closing, the Company SPAC shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSSPAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; (f) at or prior to the Closing, SPAC shall have delivered, or caused to be delivered, to the Company the SPAC Warrant Amendment, duly executed by SPAC and Trustee; and (iig) as of immediately prior to the Investor Rights Agreement duly executed Closing (but giving effect to any financing contemplated by CCTSclause (b) or clause (c) of the definition of Closing SPAC Cash if such financing will be consummated concurrent with the Closing), CHM, ARWM and any other CCTS Related Party theretothe Closing SPAC Cash shall equal or exceed the Minimum SPAC Cash.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS CHFW Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; ) and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the CHFW Parties (other than the CCTS CHFW Fundamental Representations and the CCTS Capitalization Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS CHFW Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS CHFW Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) the Closing THMA Cash shall be no less than $200,000,000; (b) (i) the CCTS THMA Fundamental Representations (other than the representations and warranties set forth in Section 5.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 5.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the THMA Parties (other than the CCTS THMA Fundamental Representations and the CCTS Capitalization Representations) contained in Article 5 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS THMA Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correctcorrect would not, taken as individually or in the aggregate, reasonably be expected to have a whole, does not constitute a CCTS THMA Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) each of the CCTS STPK Fundamental Representations (other than the representations and warranties set forth in Section 4.1, Section 4.7(a) and Section 4.7(d)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS STPK Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth therein) in all respects) material respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date (Date, except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) each of the CCTS Capitalization Representations representations and warranties set forth in Section 4.7(a) and Section 4.7(d) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS STPK Material Adverse Effect” or any similar limitation set forth herein) therein), in all but de minimis respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date (Date, except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all but de minimis respects as of such earlier date, (iii) each of the representations and warranties set forth in Section 4.1 and Section 4.2 shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iiiiv) each of the other representations and warranties of CCTS STPK set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) Article 4 shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS STPK Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date Date, (A) except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty the same shall be true and correct in all material respects as of such earlier datedate (subject to, for the avoidance of doubt, clause (B) of this Section 6.3(a)(iv)), and (B) except where the failure of such representations and warranties to be true and correct, taken as a whole, does would not constitute have a CCTS STPK Material Adverse Effect; (b) CCTS the STPK Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement and each of the Ancillary Documents at or prior to the Closing; (c) there shall not have occurred any amendment or modification to the Waiver Agreement, other than as consented to in writing by the Company after the date hereof; (d) the Aggregate STPK Transaction Proceeds shall be greater than or equal to $200,000,000 (the “Minimum Cash Condition”); and (ce) at or prior to the Closing, the Company STPK shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSSTPK, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in each case, in form and substance reasonably satisfactory to the Company; (ii) applicable good standing certificates (or similar documents applicable for such jurisdictions) for STPK and Merger Sub, each certified as of a date no later than fifteen (15) days prior to the Closing Date from the proper Governmental Entity of its jurisdiction of organization; (iii) a copy of the Exchange Agent Agreement, duly executed by STPK, the Sponsor and the Exchange Agent; (iv) evidence that the Amended and Restated Charter of STPK in the form included in Exhibit J (or with such changes as may be reasonably approved by the Company and STPK) has been filed with the Secretary of State of Delaware; and (iiv) a copy of the Investor Rights Agreement and the Lock-Up Agreement, each duly executed by CCTS, CHM, ARWM STPK and any other CCTS Related Party theretothe Sponsor.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) the Closing DHHC Cash shall be no less than one hundred twenty-five million dollars ($125,000,000), and, to the extent that any such Closing DHHC Cash is from sources other than the non-redemption of funds held in trust in the Trust Account or the proceeds from the issuance of DHHC Common Stock, shall have been obtained on terms and at rates and/or costs reasonably acceptable to the Company (the acceptance of which shall not be unreasonably withheld, conditioned or delayed), failing which, such amounts will not count towards Closing DHHC Cash; it being understood and agreed that rates, terms and costs that are (i) consistent with market terms, rates and costs and (ii) permitted under the Company’s credit facility with Wxxxx Fargo Bank, National Association and any of the Company’s other financing arrangements at such time shall be deemed to be reasonable; (i) the CCTS DHHC Fundamental Representations (other than the representations and warranties set forth in Section 5.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 5.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the DHHC Parties (other than the CCTS DHHC Fundamental Representations and the CCTS Capitalization Representations) contained in Article 5 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS DHHC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correctcorrect would not, taken as individually or in the aggregate, reasonably be expected to have a whole, does not constitute a CCTS DHHC Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) each of the CCTS 7GC Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS 7GC Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth therein) in all respects) material respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date (Date, except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , and (ii) the CCTS Capitalization Representations shall be true representations and correct warranties set forth in ‎Article 4 (other than the 7GC Fundamental Representations), without giving effect to any limitation as to “materiality” or “CCTS 7GC Material Adverse Effect” or any similar limitation limitations set forth herein) therein, shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date Date, (A) except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty the same shall be true and correct in all respects as of such earlier datedate (subject to, for the avoidance of doubt, clause (B) of this ‎Section 6.3(a)(ii)), other than de minimis inaccuracies; and (iiiB) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does would not constitute have a CCTS 7GC Material Adverse Effect; (b) CCTS the 7GC Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement and each of the Ancillary Documents at or prior to the Closing; and; (c) at or prior to the Closing, the Company 7GC shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTS7GC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b‎Section 6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in each case, in form and substance reasonably satisfactory to the Company; (ii) a copy of the Exchange Agent Agreement, duly executed by 7GC, the Sponsor and the Exchange Agent; and (iiiii) evidence that the Second Amended and Restated Charter of 7GC in a form mutually agreed upon by the Parties has been filed with the Secretary of State of Delaware; and (d) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoAggregate 7GC Transaction Proceeds shall be equal to or greater than $100,000,000 (the “Minimum Cash Condition”).

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS AMHC Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a), which are addressed in clause (ii) below) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the AMHC Parties (other than the CCTS AMHC Fundamental Representations and the CCTS Capitalization Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS AMHC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS AMHC Material Adverse Effect; (b) CCTS the AMHC Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; (c) the Aggregate Transaction Proceeds shall be at least $130,000,000 (the “Minimum Cash Condition”); and (cd) at or prior to the Closing, the Company AMHC shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSAMHC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (ii) the Investor Registration Rights Agreement duly executed by CCTS, CHM, ARWM AMHC and any other CCTS Related Party theretothe Sponsor.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS ARYA Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.12(a) shall be true and correct in all respects as of the date of this Agreement and the Closing Date, as though made on and as of the Closing Date (without giving effect except to the extent that any limitation such representation and warranty is made as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation of an earlier date, in which case such representation and warranty shall be true and correct in all respects of such earlier date) and (iii) the representations and warranties of the ARYA Parties (other than the ARYA Fundamental Representations and the representations and warranties set forth hereinin Section 4.12(a)) contained in Article 4 of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does correct would not constitute a CCTS have an ARYA Material Adverse Effect; (b) CCTS none of the ARYA Parties shall have performed and complied be in all material respects with the breach of any of their respective covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) at or prior to the Closing, the Company ARYA shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSARYA, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (iid) ARYA Sponsor shall have performed or complied in all material respects with all agreements and covenants required by the Investor Rights Sponsor Letter Agreement duly executed to be performed or complied with by CCTSXXXX Xxxxxxx on or prior to the ARYA Merger Effective Time, CHM, ARWM except where the failure by XXXX Xxxxxxx to so perform or comply would not materially and any other CCTS Related Party theretoadversely affect the Parties’ ability to consummate the transactions contemplated by this Agreement.

Other Conditions to the Obligations of the Company. The obligations obligation of the Company to consummate the Merger are Transactions is subject to the satisfaction oror waiver, if permitted by applicable Law, waiver in writing by the Company, Company of the following further conditions: (a) (i) the CCTS SPAC Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” “CCTS Material Adverse Effect” or “material adverse effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth therein) in all respects) as of the date of this Agreement and material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; ) and (iii) the representations and warranties of CCTS SPAC set forth in ‎ARTICLE Article IV (other than the CCTS SPAC Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties set forth in Section 4.6(a)) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effectmaterial adverse effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Material Adverse Effectmaterial adverse effect; (b) CCTS SPAC shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS SPAC under this Agreement at or prior to the Closing; and; (c) the Aggregate Transaction Proceeds shall be greater than or equal to $200,000,000; (d) the Company shall have received a certificate of the secretary or equivalent officer of SPAC certifying that attached thereto are true and complete copies of all resolutions adopted by the board of directors of SPAC authorizing the execution, delivery, and performance of this Agreement and the Transactions, and that all such resolutions are in full force and effect and are all of the resolutions of the board of directors of SPAC adopted in connection with the Transactions; (e) at or prior to the Closing, the Company SPAC shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSSPAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (iif) at or prior to the Investor Rights Agreement duly executed by CCTSClosing, CHMthe directors and officers of SPAC shall have resigned or otherwise been removed, ARWM and any other CCTS Related Party theretoeffective as of the Closing.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS ACAH Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; ) and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the ACAH Parties (other than the CCTS ACAH Fundamental Representations and the CCTS Capitalization Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS ACAH Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an ACAH Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) each of the CCTS STPC Fundamental Representations (other than the representations and warranties set forth in Section 4.1, Section 4.7(a) and Section 4.7(d)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS STPC Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth therein) in all respects) material respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date (Date, except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) each of the CCTS Capitalization Representations representations and warranties set forth in Section 4.7(a) and Section 4.7(d) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS STPC Material Adverse Effect” or any similar limitation set forth herein) therein), in all but de minimis respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date (Date, except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all but de minimis respects as of such earlier date, (iii) each of the representations and warranties set forth in Section 4.1 and Section 4.2 shall be true and correct in all respects as of the date hereof and as of the Closing Date as though made on and as of the Closing Date, except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iiiiv) each of the other representations and warranties of CCTS STPC set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) Article 4 shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS STPC Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date Date, (A) except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty the same shall be true and correct in all material respects as of such earlier datedate (subject to, for the avoidance of doubt, clause (B) of this Section 6.3(a)(iv)), and (B) except where the failure of such representations and warranties to be true and correct, taken as a whole, does would not constitute have a CCTS STPC Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS TortoiseCorp III Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the TortoiseCorp III Parties set forth in Section 4.15(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS TortoiseCorp III Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) as of the date of this Agreement and material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the TortoiseCorp III Parties (other than the CCTS TortoiseCorp III Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the TortoiseCorp III Parties set forth in Section 4.15(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS TortoiseCorp III Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an TortoiseCorp III Material Adverse Effect; (b) CCTS the TortoiseCorp III Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing (except, for the avoidance of doubt, for the obligations set forth in Section 5.20); (c) the TortoiseCorp III Common Shares to be issued in connection with the transactions contemplated by this Agreement (after giving effect, for the avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the TortoiseCorp III Common Shares to be issued pursuant to the Merger) shall have been approved for listing on NYSE, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders; (d) the Domestication shall have been consummated on the Closing Date prior to the Effective Time; (e) TortoiseCorp III shall have made all necessary arrangements to cause the Trustee to release all of the funds contained in the Trust Account available to TortoiseCorp III upon the Closing; and (cf) at or prior to the Closing, the Company TortoiseCorp III shall have delivered, or caused to be delivered, to CCTS the Company the following documents: (i) a certificate duly executed by an authorized officer of CCTSTortoiseCorp III, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (ii) executed counterparts to all of the Investor Rights Agreement duly executed by CCTSAncillary Documents to which TortoiseCorp III, CHM, ARWM and the Sponsor or any other CCTS Related Party theretoof their respective Affiliates is party.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Pioneer Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 5.8(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; ) and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Pioneer Parties (other than the CCTS Pioneer Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties set forth in Section 5.8(a)) contained in Article 5 of this Agreement shall be true and correct in all respects (without giving effect to any limitation as to “materiality” or “CCTS Pioneer Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does would not constitute have a CCTS Pioneer Material Adverse Effect; (b) CCTS the Pioneer Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) since the date of this Agreement, no Pioneer Material Adverse Effect shall have occurred; (d) the Closing Aggregate Cash Amount shall be equal to or greater than $340,000,000; (e) Pioneer’s initial listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been approved by Nasdaq and, immediately following the Effective Time, Pioneer shall be in compliance with any applicable initial and continuing listing requirements of Nasdaq, and Pioneer shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Pioneer Shares (including the Pioneer Shares to be issued hereunder in connection with the Closing but not in connection with the Acorns Customer Loyalty Share Program) included in the Listing Application shall have been approved for listing on Nasdaq; and 91 (f) at or prior to the Closing, the Company Pioneer shall have delivered, or caused to be delivered, delivered to CCTS the following documents: (i) a Company certificate duly executed by an authorized officer of CCTSPioneer, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a7.3(a), Section ‎7.3(b7.3(b) and Section ‎7.3(c7.3(b) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Pathfinder Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Pathfinder Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) material respects as of the date of this Agreement hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); ) and (ii) the CCTS Capitalization Representations representations and warranties of the Pathfinder Parties set forth in Article III of this Agreement (other than the Pathfinder Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Pathfinder Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Pathfinder Material Adverse Effect; (b) CCTS Pathfinder shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS it under this Agreement at or prior to the Closing; and; (c) at or prior to the Closing, the Company Pathfinder shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSPathfinder, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b5.3(a) and Section ‎7.3(c5.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (d) the sum of (i) the Trust Account Proceeds plus (ii) the Investor Rights Agreement duly executed by CCTSAggregate Closing Strategic Financing Proceeds (in each case, CHMfor the avoidance of doubt, ARWM and not taking into account any payment of fees, expenses or other CCTS Related Party theretoamounts on or after the Closing Date (including any Unpaid Expenses)), shall be equal to or greater than $225,000,000.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions: (a) (i) the CCTS DYNS Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS DYNS Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct in all respectslimitation set forth therein) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS DYNS Material Adverse Effect” or any similar limitation set forth hereintherein) as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the DYNS Parties (other than the CCTS DYNS Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties set forth in Section 4.6(a)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS DYNS Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “DYNS Material Adverse Effect” or any similar limitation set forth therein) as of such earlier date), except except, in the case of this clause (iii), where the failure of such representations and warranties to be true and correct, taken as a whole, does not, and would not constitute reasonably be expected to, cause a CCTS DYNS Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions: (a) (i) the CCTS SPAC Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS SPAC Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct in all respectslimitation set forth therein) as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “SPAC Material Adverse Effect” or any similar limitation set forth therein) (except for de minimis inaccuracies) as of such earlier date); , and (ii) the CCTS Capitalization Representations representations and warranties of the SPAC Parties (other than the SPAC Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SPAC Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SPAC Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except except, in the case of this clause (ii), where the failure of such representations and warranties to be true and correct, taken as a whole, does not, and would not constitute reasonably be expected to, cause a CCTS SPAC Material Adverse Effect; (b) CCTS the SPAC Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS the SPAC Parties under this Agreement at or prior to the Closing; and; (c) there being at least $15,000,000 in Available Closing Cash; (d) since the date of this Agreement, no SPAC Material Adverse Effect has occurred and is continuing; (e) at or prior to the Closing, the Company SPAC shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSSPAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a6.3(a), Section ‎7.3(b6.3(b) and Section ‎7.3(c6.3(d) are satisfied, in substantially the form attached hereto as Exhibit L; and (iif) each Ancillary Document to which SPAC or Sponsor is or is to be a party pursuant hereto shall have been executed and delivered by SPAC or Sponsor and (other than the Investor Rights Agreement duly executed by CCTS, CHM, ARWM Employment Agreements) shall be in full force and any other CCTS Related Party theretoeffect.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Dragoneer Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the Dragoneer Parties set forth in Section 4.15(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Dragoneer Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) as of the date of this Agreement and material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Dragoneer Parties (other than the CCTS Dragoneer Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the Dragoneer Parties set forth in Section 4.15(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Dragoneer Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Dragoneer Material Adverse Effect; (b) CCTS the Dragoneer Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing (except, for the avoidance of doubt, for the obligations set forth in Section 5.20); (c) Dragoneer’s initial listing application with NYSE in connection with the transactions contemplated by this Agreement shall have been approved and, immediately following the Effective Time, Dragoneer shall satisfy any applicable initial and continuing listing requirements of NYSE, and Dragoneer shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or immediately following the Effective Time, and the Dragoneer Shares (after giving effect, for the avoidance of doubt, to the Domestication and, including, for the avoidance of doubt, the Dragoneer Shares to be issued pursuant to the Merger) shall have been approved for listing on NYSE; (d) Aggregate Closing FPA Proceeds shall be equal to or greater than $175,000,000, at least $150,000,000 of which shall be provided by Sponsor; (e) the Domestication shall have been consummated on the Closing Date prior to the Effective Time; (f) Dragoneer shall have made all necessary arrangements to cause the Trustee to release all of the funds contained in the Trust Account available to Dragoneer upon the Closing; and (cg) at or prior to the Closing, the Company Dragoneer shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSDragoneer, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and (ii) , in a form and substance reasonably satisfactory to the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoCompany.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) with respect to the CCTS SPAC Class B Shares only, the representation in the first sentence of Section 6.6(a) shall be true and correct in all respects as of the Closing Date, as though made on and as of the Closing Date, (ii) the SPAC Fundamental Representations (other than, with respect to the SPAC Class B Shares only, the representation in the first sentence of Section 6.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , and (iiiii) the CCTS Capitalization Representations representations and warranties of the SPAC Parties contained in ARTICLE VI of this Agreement (other than the SPAC Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SPAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS SPAC Material Adverse Effect; (b) CCTS the SPAC Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; (c) the Aggregate Transaction Proceeds shall be equal to or greater than $115,000,000; (d) in the event Aggregate Transaction Proceeds would be equal to or less than $130,000,000 as of the redemption deadline for the SPAC Stockholder Redemption (the “Redemption Deadline”) based on elections by holders of SPAC Class A Shares to redeem as of such date and a good faith estimate of Unpaid SPAC Expenses and other amounts through Closing, the Sponsor shall have complied with, and consummated the transfers contemplated by, Section 1.1(c)(ii) of the Sponsor Support Agreement. (e) the NewCo Common Shares to be issued pursuant to the Transactions (including the NewCo Common Shares issuable pursuant to the exchange or exercise of the Exchangeable Shares) shall have been approved for listing on NYSE; (f) since the date of this Agreement, no SPAC Material Adverse Effect has occurred that is continuing; (g) SPAC shall have taken all actions necessary or appropriate such that the Class B Adjustment and the Sponsor Share Adjustment will take effect at or prior to the Closing; and (ch) at or prior to the Closing, the Company SPAC shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSSPAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a8.3(a), Section ‎7.3(b8.3(b) and Section ‎7.3(c8.3(f) are satisfied; and (ii) , in a form and substance reasonably satisfactory to the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoCompany.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Longview Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the Longview Parties set forth in Section 4.19(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Longview Parties (other than the CCTS Longview Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the Longview Parties set forth in Section 4.19(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Longview Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an Longview Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Longview Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the Longview Parties set forth in Section 4.15(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Longview Parties (other than the CCTS Longview Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the Longview Parties set forth in Section 4.15(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Longview Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an Longview Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Parent Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a), which are addressed in clause (ii) below) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Parent Parties (other than the CCTS Parent Fundamental Representations and the CCTS Capitalization Representations) contained in ARTICLE 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Parent Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Parent Material Adverse Effect; (b) CCTS the Parent Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) at or prior to the Closing, the Company Parent shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSParent, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (ii) the Investor Registration Rights Agreement duly executed by CCTS, CHM, ARWM Parent and any other CCTS Related Party theretothe Sponsor. (d) The size and composition of the post-Closing Parent Board shall reflect the terms of Section 5.17.

Other Conditions to the Obligations of the Company. The obligations of the Company and Merger Sub to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company (on behalf of itself and/or Merger Sub) of the following further conditions: (a) (i) the CCTS BOA Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Company Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , and (ii) the CCTS Capitalization Representations representations and warranties of BOA (other than the BOA Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effectmaterial adverse effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS BOA Material Adverse Effect; (b) CCTS BOA shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) since the date of this Agreement, no BOA Material Adverse Effect has occurred; (d) at or prior to closing, all officers and directors of BOA shall have executed written resignations effective as of the Effective Time; (e) at or prior to the Closing, the Company BOA shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSBOA, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and, in a form and substance reasonably satisfactory to the Company; (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM the BOA Sponsor; and (iii) the Amended and any other CCTS Related Party theretoRestated Warrant Agreement duly executed by BOA and the Trustee. (f) the Aggregate Transaction Proceeds shall be equal to or greater than $70,000,000.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Pathfinder Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); ) and (ii) the CCTS Capitalization Representations representations and warranties of the Pathfinder Parties set forth in Article III of this Agreement (other than the Pathfinder Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Pathfinder Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Pathfinder Material Adverse Effect; (b) CCTS Pathfinder shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS it under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company Pathfinder shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSPathfinder, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b5.3(a) and Section ‎7.3(c5.3(b) are satisfied; and (ii) , in a form and substance reasonably satisfactory to the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoCompany.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Acquirer Fundamental Representations (other than the representations and warranties set forth in Section 5.2) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 5.2 shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS the Acquirer Parties set forth in ‎ARTICLE IV Article 5 (other than the CCTS Acquirer Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality,” “Acquirer Impairment Effect” or “CCTS Acquirer Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an Acquirer Material Adverse Effect or Acquirer Impairment Effect; (b) CCTS the Acquirer Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS the Acquirer Parties under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.;

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Transactions are subject to the satisfaction oror waiver, if permitted by applicable Law, waiver in writing by the Company, Company of the following further conditions: (a) (i) the CCTS SPAC Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS SPAC Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth therein) in all respects) as of the date of this Agreement and material respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS SPAC set forth in ‎ARTICLE ARTICLE IV (other than the CCTS SPAC Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS SPAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS SPAC Material Adverse Effect; (b) CCTS SPAC shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS SPAC under this Agreement at or prior to the Closing; and; (c) since the date of this Agreement, no SPAC Material Adverse Effect has occurred that is continuing; (d) the Aggregate Transaction Proceeds shall be greater than or equal to $20,000,000 (the “Minimum Cash Condition”), provided, that if the Company has been presented with a term sheet(s) for PIPE Financing or Additional Financing (x) with respect to debt financings, where the term sheet(s) provide for an interest rate at or below the rate set forth on Schedule 6.3(d) and (y) with respect to Equity Financings or debt convertible into equity, where the conversion is an the Company Equity Value, and the Company has refused to accept such term sheet(s), then this condition shall be deemed to have been waived by the Company; provided, however, that if the Company refuses to accept such terms sheet(s) because it, reasonably and in good faith, believes that the terms (other than interest or conversion price in such terms sheet(s)) and/or such debt financing, Equity Financing or debt convertible into equity, taken as a whole, will materially and adversely affect the financial or operational position of the Company, then this condition shall not be deemed to have been waived by the Company; (e) at the Closing, SPAC shall have delivered to the Company an executed resignation from each director and officer of SPAC other than those listed on Exhibit F; (f) at or prior to the Closing, the Company SPAC shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSSPAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a6.3(a), Section ‎7.3(b6.3(b) and Section ‎7.3(c6.3(c) are satisfied, in a form and substance reasonably satisfactory to the Company; and (iig) at or prior to the Investor Closing, Sponsor shall have delivered to the Company a countersigned copy of the Registration Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoLock-Up Agreement.

Other Conditions to the Obligations of the Company. The obligations of the Company to effect the Closing and to consummate the Merger Transactions are subject to the satisfaction (or, if permitted by applicable Law, waiver in writing by the Company, Representative) of the following further conditions: (a) the representations and warranties of Parent and Merger Sub set forth in Section 4.1 (iOrganization and Power), Section 4.2 (Authorization of Agreement) the CCTS Fundamental Representations and Section 4.8 (Financial Advisors) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement on and as of the Closing Date, Date as though made on and as of the Closing Date (except to the extent other than such representations and warranties that any such representation are made on and warranty is made as of an earlier a specified date, in which case such representation representations and warranty warranties shall be true and correct in all material respects only as of such earlier the specified date); ; (iib) the CCTS Capitalization Representations representations and warranties of Parent and Merger Sub set forth in ARTICLE IV (other than those referred to in clause (a) above) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement on and as of the Closing Date, Date as though made on and as of the Closing Date (except to the extent other than such representations and warranties that any such representation are made on and warranty is made as of an earlier a specified date, in which case such representation representations and warranty warranties shall be true and correct in all respects only as of such earlier the specified date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation the facts, events and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of circumstances that cause such representations and warranties to not be true and correct, taken correct as of such date have not had a whole, does not constitute a CCTS Parent Material Adverse EffectEffect (provided that for the purposes of the foregoing clause, qualifications as to materiality and Parent Material Adverse Effect contained in such representations and warranties shall not be given effect); (bc) CCTS Parent and Merger Sub shall have performed and complied in all material respects with the all covenants and agreements required to be performed or complied with by CCTS it under this Agreement at on or prior to the Closing; andClosing Date; (cd) at or prior to or at the Closing, the Company Parent shall have delivered, or caused delivered to be delivered, to CCTS the following documents: (i) Representative a certificate duly executed by of an authorized officer of CCTSParent, dated as of the Closing Date, in form and substance reasonably acceptable to the Representative, to the effect that the conditions specified in Section ‎7.3(aSections 6.3(a), Section ‎7.3(b6.3(b) and Section ‎7.3(c6.3(c) are have been satisfied; and (iie) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoCompany shall have received all of the deliverables set forth in Section 2.4.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS PTAC Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS PTAC Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitations set forth therein) in all respects) material respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date (Date, except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , and (ii) the CCTS Capitalization Representations shall be true representations and correct warranties set forth in Article 4 (other than the PTAC Fundamental Representations), without giving effect to any limitation as to “materiality” or “CCTS PTAC Material Adverse Effect” or any similar limitation limitations set forth herein) therein, shall be true and correct in all respects as of the date of this Agreement hereof and as of the Closing Date, Date as though made on and as of the Closing Date Date, (A) except to the extent that any such representation and warranty is made on and as of an earlier date, in which case such representation and warranty the same shall be true and correct in all respects as of such earlier datedate (subject to, for the avoidance of doubt, clause (B) of this Section 6.3(a)(ii)), other than de minimis inaccuracies; and (iiiB) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does would not constitute have a CCTS PTAC Material Adverse Effect; (b) CCTS the PTAC Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement and each of the Ancillary Documents at or prior to the Closing; and; (c) at or prior to the Closing, the Company PTAC shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSPTAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and, in each case, in form and substance reasonably satisfactory to the Company; (ii) the Investor Investors Rights Agreement duly executed by CCTSPTAC and the Sponsor; (iii) a copy of the Exchange Agent Agreement, CHMduly executed by PTAC, ARWM the Sponsor and any other CCTS Related Party theretothe Exchange Agent; (iv) evidence that the Amended and Restated Charter of PTAC in the form included in Exhibit J (or with such changes as may be reasonably approved by the Company and PTAC) has been filed with the Secretary of State of Delaware; and (v) a copy of the Registration Rights Agreement, duly executed by PTAC and the Sponsor; and (d) the Aggregate PTAC Transaction Proceeds shall be equal to or greater than $100,000,000 (the “Minimum Cash Condition”).

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS CHP Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the CHP Parties set forth in Section 4.17(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the CHP Parties (other than the CCTS CHP Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the CHP Parties set forth in Section 4.17(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS CHP Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS CHP Material Adverse Effect; (b) CCTS the CHP Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) since the date of this Agreement, no CHP Material Adverse Effect has occurred that is continuing; (d) the Aggregate Transaction Proceeds shall be equal to or greater than $50,000,000; (e) CHP’s listing application with Nasdaq in connection with the transactions contemplated by this Agreement shall have been approved and, immediately following the Effective Time, CHP shall satisfy any applicable listing requirements of Nasdaq, and CHP shall not have received any notice of non-compliance therewith that has not been cured or would not be cured at or prior immediately following the Effective Time, and the CHP Common Stock (including, for the avoidance of doubt, the CHP Common Stock to be issued pursuant to the Closing, the Company Merger) shall have delivered, or caused to be delivered, to CCTS the following documents:been approved for listing on Nasdaq; (if) a certificate duly executed by an authorized officer of CCTS, dated as the CHP Board shall consist of the Closing Datenumber of directors, and be comprised of the individuals, determined pursuant to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b5.17(a)(i) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.);

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS ARYA Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.12(a) shall be true and correct in all respects as of the date of this Agreement and the Closing Date, as though made on and as of the Closing Date (without giving effect except to the extent that any limitation such representation and warranty is made as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation of an earlier date, in which case such representation and warranty shall be true and correct in all respects of such earlier date) and (iii) the representations and warranties of the ARYA Parties (other than the ARYA Fundamental Representations and the representations and warranties set forth hereinin Section 4.12(a)) contained in Article 4 of this Agreement shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does correct would not constitute a CCTS have an ARYA Material Adverse Effect; (b) CCTS none of the ARYA Parties shall have performed and complied be in all material respects with the breach of any of their respective covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) at or prior to the Closing, the Company ARYA shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSARYA, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (iid) ARYA Sponsor shall have performed or complied in all material respects with all agreements and covenants required by the Investor Rights Sponsor Letter Agreement duly executed to be performed or complied with by CCTSARYA Sponsor on or prior to the ARYA Merger Effective Time, CHM, ARWM except where the failure by XXXX Xxxxxxx to so perform or comply would not materially and any other CCTS Related Party theretoadversely affect the Parties’ ability to consummate the transactions contemplated by this Agreement.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Pathfinder Fundamental Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “Pathfinder Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the date hereof and as of the Closing Date, as though made on and as of the Closing date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date) and (except for such ii) the representations and warranties that are qualified by their terms by of Pathfinder set forth in Article III of this Agreement (other than the Pathfinder Fundamental Representations) shall be true and correct (without giving effect to any limitation as to “materiality,” or “CCTS Pathfinder Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) respects as of the date of this Agreement hereof and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS Pathfinder Material Adverse Effect; (b) CCTS Pathfinder shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS it under this Agreement at or prior to the Closing; and; (c) at or prior to the Closing, the Company Pathfinder shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSPathfinder, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b5.3(a) and Section ‎7.3(c5.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (d) the sum of (i) the Trust Account Proceeds plus (ii) the Investor Rights Agreement duly executed by CCTSAggregate Closing Strategic Financing Proceeds (in each case, CHMfor the avoidance of doubt, ARWM and not taking into account any payment of fees, expenses or other CCTS Related Party theretoamounts on or after the Closing Date (including any Unpaid Expenses)), shall be equal to or greater than $225,000,000.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS FEAC Fundamental Representations and the representations and warranties of FEAC set forth in Section 4.19(q) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), other than de minimis inaccuracies; and (iiiii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization RepresentationsSection 4.2(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects (except for de minimis inaccuracies) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (except for de minimis inaccuracies) as of such earlier date), (iii) the representations and warranties of FEAC contained in Article 4 (other than the FEAC Fundamental Representations and the representations and warranties of FEAC set forth in Section 4.2(a) and Section 4.19(q) of this Agreement) shall be true and correct (without giving effect to any limitation as to “materiality” or “FEAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute cause a CCTS FEAC Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS AHAC Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV Section 4.6(a) and (other than the CCTS Fundamental Representations and the CCTS Capitalization Representationsb)) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS AHAC Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) and (b) shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date) and (iii) the representations and warranties of the AHAC Parties (other than the AHAC Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “AHAC Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an AHAC Material Adverse Effect; (b) CCTS the AHAC Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS the AHAC Parties under this Agreement at or prior to the Closing; and; (c) since the date of this Agreement, no AHAC Material Adverse Effect has occurred and is continuing; (d) the AHAC Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 5.16(a); (e) at or prior to the Closing, the Company AHAC shall have delivered, or caused to be delivered, to CCTS the following documentsdocuments to the Company: (i) a certificate duly executed by an authorized officer of CCTSAHAC, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and, in a form and substance reasonably satisfactory to the Company; (ii) the Investor Investors Rights Agreement duly executed by CCTSthe XXXX XXX Stockholders; and (iii) the written resignations of all of the directors and officers of AHAC and Merger Sub (other than those Persons identified as the directors of AHAC immediately after the Effective Time, CHMin accordance with the provisions of Section 5.16), ARWM and any other CCTS Related Party theretoeffective as of the Effective Time.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS PTIC II Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; ) and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV PTIC II (other than the CCTS PTIC II Fundamental Representations and the CCTS Capitalization Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS PTIC II Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as have not had, and would not reasonably be expected to have, individually or in the aggregate, a whole, does not constitute a CCTS PTIC II Material Adverse Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS TortoiseCorp III Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) and the representations and warranties of the TortoiseCorp III Parties set forth in Section 4.15(h) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS TortoiseCorp III Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) as of material respects on the date of this the Original Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties set forth in Section 4.6(a) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of (except for de minimis inaccuracies) on the date of this the Original Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the TortoiseCorp III Parties (other than the CCTS TortoiseCorp III Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties of the TortoiseCorp III Parties set forth in Section 4.15(h)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS TortoiseCorp III Material Adverse Effect” or any similar limitation set forth herein) in all respects as of on the date of this the Original Business Combination Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an TortoiseCorp III Material Adverse Effect; (b) CCTS the TortoiseCorp III Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing (except, for the avoidance of doubt, for the obligations set forth in Section 5.20); (c) the Pubco Common Shares to be issued in connection with the transactions contemplated by this Agreement (including, for the avoidance of doubt, the Pubco Common Shares to be issued pursuant to the Mergers) shall have been approved for listing on NYSE, subject only to official notice of issuance thereof and the requirement to have a sufficient number of round lot holders; (d) the Domestication shall have been consummated on the Closing Date prior to the Effective Time; (e) TortoiseCorp III shall have made all necessary arrangements to cause the Trustee to release all of the funds contained in the Trust Account available to TortoiseCorp III upon the Closing; and (cf) at or prior to the Closing, the Company TortoiseCorp III shall have delivered, or caused to be delivered, to CCTS the Company the following documents: (i) a certificate duly executed by an authorized officer of CCTSTortoiseCorp III, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied, in a form and substance reasonably satisfactory to the Company; and (ii) executed counterparts to all of the Investor Rights Agreement duly executed by CCTSAncillary Documents to which TortoiseCorp III, CHM, ARWM and the Sponsor or any other CCTS Related Party theretoof their respective Affiliates is party.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger Transactions are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, Company of the following further conditions: (a) (i) the CCTS Acquiror Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by any limitation as to “materiality,” “CCTS Material Adverse Effect” or similar limitation, which representations and warranties as so qualified shall be true and correct in all respects) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization RepresentationsSection 5.5) shall be true and correct (without giving effect to any limitation as to “materiality,” “Acquiror Impairment Effect” or “CCTS Acquiror Material Adverse Effect” or any similar limitation set forth herein) in all material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), (ii) the representations and warranties set forth in Section 5.5 shall be true and correct in all respects (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date) and (iii) the representations and warranties of the Acquiror Parties (other than the Acquiror Fundamental Representations) contained in Article 5 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality,” “Acquiror Impairment Effect” or “Acquiror Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an Acquiror Material Adverse Effect or Acquiror Impairment Effect; (b) CCTS shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS under this Agreement at or prior to the Closing; and (c) at or prior to the Closing, the Company shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTS, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b) and Section ‎7.3(c) are satisfied; and (ii) the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party thereto.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, written waiver by the Company, Company of the following further conditions: (a) (i) other than the CCTS representations and warranties set forth in Section 4.6, which shall be true and correct (without giving effect to any limitation as to “materiality” or “ACT Material Adverse Effect” or any similar limitation set forth herein) in all respects except for any de minimis inaccuracies as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date, the ACT Fundamental Representations shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS ACT Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , and (ii) the CCTS Capitalization Representations representations and warranties of the ACT (other than the ACT Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS ACT Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an ACT Material Adverse Effect; (b) CCTS ACT shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS ACT under this Agreement at or prior to the Closing; (c) since the date of this Agreement, no ACT Material Adverse Effect has occurred that is continuing; (d) the Aggregate Transaction Proceeds shall be equal to or greater than $225,000,000, and ACT shall have made appropriate arrangements for the funds in the Trust Account to be released upon the Closing; (e) as of immediately following the Closing, the ACT Board shall consist of the number of directors determined pursuant to Section 5.16; (f) the ACT Sponsor and the Pre-Closing ACT Other Class B Shareholders shall have complied in all material respects with their covenants and agreements required to be performed or complied with by them under the Sponsor Letter Agreement at or prior to the Closing; (g) the Domestication shall have been consummated on the Closing Date prior to the Closing in accordance with Section 2.3 and a time-stamped copy of the Certificate of Domestication issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company; (h) the sum of all Unpaid ACT Expenses and all Unpaid ACT Liabilities shall not exceed $30,000,000; and (ci) at or prior to the Closing, the Company ACT shall have delivered, or caused to be delivered, to CCTS the Company the following documents: (i) a certificate duly executed by an authorized officer of CCTSACT, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a6.3(a), Section ‎7.3(b) 6.3(b), and Section ‎7.3(c) 6.3(c), are satisfied, in a form and substance reasonably satisfactory to the Company; and (ii) each of the Investor Rights Agreement Ancillary Documents required to be signed by ACT, duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoACT.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement (including the Closing) are subject to the satisfaction or, if permitted by applicable Law, waiver by the Company, of the following further conditions: (a) (i) the CCTS Priveterra Fundamental Representations (other than the representations and warranties set forth in Section 4.6(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS Priveterra Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct in all respectslimitation set forth therein) as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); (ii) the CCTS Capitalization Representations shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Priveterra Material Adverse Effect” or any similar limitation set forth hereintherein) as of such earlier date), (ii) the representations and warranties set forth in Section 4.6(a) shall be true and correct in all respects as of the date of this Agreement and (except for de minimis inaccuracies) as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all respects (except for de minimis inaccuracies) as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV the Priveterra Parties (other than the CCTS Priveterra Fundamental Representations and the CCTS Capitalization Representationsrepresentations and warranties set forth in Section 4.6(a)) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Priveterra Material Adverse Effect” or any similar limitation set forth hereintherein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects (without giving effect to any limitation as to “materiality” or “Priveterra Material Adverse Effect” or any similar limitation set forth therein) as of such earlier date), except except, in the case of this clause (iii), where the failure of such representations and warranties to be true and correct, taken as a whole, does not, and would not constitute reasonably be expected to, cause a CCTS Priveterra Material Adverse Effect; (b) CCTS the Priveterra Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS the Priveterra Parties under this Agreement at or prior to the Closing; (c) there being at least $45,000,000 in Available Closing Cash; (d) since the date of this Agreement, no Priveterra Material Adverse Effect has occurred and is continuing; (e) as of immediately following the Closing, the Priveterra Board shall consist of the number of directors, and be otherwise constituted in accordance with Section 5.16 (assuming for purposes of testing this condition that each such director then satisfies applicable Listing Exchange requirements and is willing to serve); and (cf) at or prior to the Closing, the Company Priveterra shall have delivered, or caused to be delivered, to CCTS the following documents: (i) Company a certificate duly executed by an authorized officer of CCTSXxxxxxxxxx, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a), Section ‎7.3(b6.3(a) and Section ‎7.3(c6.3(b) are satisfied; and (ii) , in a form and substance reasonably satisfactory to the Investor Rights Agreement duly executed by CCTS, CHM, ARWM and any other CCTS Related Party theretoCompany.

Other Conditions to the Obligations of the Company. The obligations of the Company to consummate the Merger transactions contemplated by this Agreement are subject to the satisfaction or, if permitted by applicable Law, written waiver by the Company, Company of the following further conditions: (a) (i) the CCTS ENVI Fundamental Representations (other than the representations and warranties set forth in Section 4.8(a)) shall be true and correct in all material respects (except for such representations and warranties that are qualified by their terms by without giving effect to any limitation as to “materiality,” or “CCTS ENVI Material Adverse Effect” or any similar limitation, which representations and warranties as so qualified shall be true and correct limitation set forth herein) in all respects) material respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date); , (ii) the CCTS Capitalization Representations representations and warranties ENVI Parties set forth in Section 4.8(a) shall be true and correct in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date); provided, however, that this clause (ii) shall be deemed to be satisfied if no ENVI Material Adverse Effect is continuing, and (iii) the representations and warranties of the ENVI Parties of the ENVI Parties (other than the ENVI Fundamental Representations) contained in Article 4 of this Agreement shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS ENVI Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made as of an earlier date, in which case such representation and warranty shall be true and correct in all respects as of such earlier date), other than de minimis inaccuracies; and (iii) the representations and warranties of CCTS set forth in ‎ARTICLE IV (other than the CCTS Fundamental Representations and the CCTS Capitalization Representations) shall be true and correct (without giving effect to any limitation as to “materiality” or “CCTS Material Adverse Effect” or any similar limitation set forth herein) in all respects as of the date of this Agreement and as of the Closing Date, as though made on and as of the Closing Date (except to the extent that any such representation and warranty is made of an earlier date, in which case such representation and warranty shall be true and correct in all material respects as of such earlier date), except where the failure of such representations and warranties to be true and correct, taken as a whole, does not constitute a CCTS cause an ENVI Material Adverse Effect; (b) CCTS the ENVI Parties shall have performed and complied in all material respects with the covenants and agreements required to be performed or complied with by CCTS them under this Agreement at or prior to the Closing; and; (c) since the date of this Agreement, no ENVI Material Adverse Effect has occurred that is continuing; (d) the Aggregate Transaction Proceeds shall be equal to or greater than $105,000,000; (e) as of immediately following the Effective Time, the ENVI Board shall consist of the number of directors, and be comprised of the individuals, determined pursuant to Section 5.18(a)(i)-(ii); (f) (i) the Amended and Restated Certificate of Incorporation of ENVI, in the form attached hereto as Exhibit F (or in such other form to which the Company shall have consented in writing (such consent not to be unreasonably withheld, conditioned or delayed)), shall have been filed with the Secretary of State of the State of Delaware and shall have become effective or shall provide that they will become effective no later than the Effective Time and (ii) the Amended and Restated Bylaws of ENVI, in the form attached hereto as Exhibit G (or in such other form to which the Company shall have consented in writing (such consent not to be unreasonably withheld, conditioned or delayed)), shall have become effective or shall provide that they will become effective no later than the Effective Time; (g) the ENVI Sponsor and the Other Class B Shareholders shall have complied in all material respects with their covenants and agreements required to be performed or complied with by them under the Sponsor Letter Agreement at or prior to the Closing; (h) at or prior to the Closing, the Company ENVI shall have delivered, or caused to be delivered, to CCTS the following documents: (i) a certificate duly executed by an authorized officer of CCTSENVI, dated as of the Closing Date, to the effect that the conditions specified in Section ‎7.3(a6.3(a), Section ‎7.3(b) 6.3(b), and Section ‎7.3(c) 6.3(c), are satisfied, in a form and substance reasonably satisfactory to the Company; and (ii) the Investor Rights Agreement duly executed by CCTSENVI, CHM, ARWM the ENVI Sponsor and any other CCTS Related Party theretothe Other Class B Shareholders.