Common use of Termination Without Default Clause in Contracts

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by the Outside Closing Date, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that the Proxy Statement with respect to the transactions hereunder has not been filed with the SEC by December 31, 2018 (the “Outside Filing Date”), each of Seller and the Company shall have the right, at its sole option, to terminate this Agreement without liability to any other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Date. (c) In the event that any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before October 12, 2024 (the “Outside Closing Date”) (provided that, if the SEC has not declared the Registration Statement and Proxy Statement effective on or prior to April 12, 2025, the Outside Closing Date shall be automatically extended by six (6) months); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Merger or making the SEC by December 31Merger illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that the Parent Shareholder Meeting has been held (including any governmental Authority shall adjournment thereof) and has concluded, and the holders of Parent Common Shares have issued an Order duly voted, and the Parent Shareholder Approval was not obtained, Parent or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement. (d) This Agreement without liability to may be terminated at any time by mutual written consent of the other partyCompany and Parent duly authorized by each of their respective boards of directors.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by July 22, 2023 or, if an Additional Extension Period has been approved pursuant to Section 8.7(c), then the expiration of the Additional Extension Period (such date, the “Outside Closing Date”), Purchaser, Seller then each of Parent and the Company shall each have the right, at its sole optionoption and by written notice to the other, to terminate this Agreement without liability to the other partyother; provided, provided however, that this (i) the right to terminate this Agreement pursuant to this Section 10.1(a) shall not be available to Parent if Parent’s or Merger Sub’s breach of any party whose material breach of its covenants or obligations under this Agreement has been the cause of, or resulted in, shall have proximately caused the failure of to consummate the Closing to have been consummated transactions contemplated by this Agreement on or before such date. Such the Outside Closing Date, and (ii) the right may to terminate this Agreement pursuant to this Section 10.1(a) shall not be exercised by Purchaser or available to the Company if the Company, as ’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the case may be, giving written notice failure to consummate the other at any time after transactions contemplated by this Agreement on or before the Outside Closing Date. (b) In the event an Authority shall have issued an Order or enacted, issued, promulgated, enforced, or entered a Law or Order then in effect and that has the Proxy Statement with respect to effect of making the transactions hereunder has not been filed with contemplated by this Agreement illegal or otherwise permanently restraining, enjoining or otherwise prohibiting the SEC by December 31consummation of the transactions contemplated hereby, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole optionoption and by written notice to the other, to terminate this Agreement at any time prior to Closing without liability to any other partythe other; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the time prior to Closing by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other partyparties.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by February 12, 2023 (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company or DLQ Parent, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaser, Seller then each of Parent and the Company Company, as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of permanently restraining, enjoining or otherwise prohibiting the transactions hereunder has not been filed with the SEC by December 31Merger, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, then each of Seller Parent and the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure such action by such Authority. (c) This Agreement may be terminated at any time by mutual written consent of the Proxy Statement to have been filed on or before such date. Such right Company and Parent duly authorized by each of their respective boards of directors. (d) Parent may be exercised terminate this Agreement by Seller or the Company, as the case may be, giving written notice to the other parties at any time after Company in the Outside Filing Dateevent that the Company does not deliver to Parent the Company Group Financial Statements on or prior to October 15, 2022. (ce) In Parent may terminate this Agreement by giving written notice to the Company in the event that any governmental Authority shall have issued an Order or taken any other actionthe Board of Parent, in each case which has become final and non-appealable and which restrainsexercising its fiduciary duties, enjoins or otherwise prohibits determines that the Closing Business Combination is no longer in the best interests of the transactions contemplated hereunder, Purchaser, Seller stockholders of the Parent. (f) The Parent and the Company shall each have the right, at in its sole optiondiscretion, to terminate this Agreement without liability if, at the Parent Stockholder Meeting (including any postponements or adjournments thereof), the Required Parent Proposals shall fail to be approved by the other partyaffirmative vote of Parent stockholders required under Parent’s organizational documents and applicable Law or if, at the DLQ Parent Stockholder Meeting (including any postponements or adjournments thereof), the DLQ Parent Stockholder Approval shall fail to be approved by the affirmative vote of DLQ Parent stockholders required under DLQ Parent’s organizational documents and applicable Law.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) June 30, 2023, (B) if the Extension Proposal is approved, September 30, 2023 and (C) if one or more extensions to a date following September 30, 2023 are obtained at the election of Parent, with Parent stockholder vote, in accordance with the Parent’s amended and restated certificate of incorporation, the last date for Parent to consummate a Business Combination pursuant to such extensions (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Merger or making the SEC by December 31Merger illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing time by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall Parent duly authorized by each have the right, at its sole option, to terminate this Agreement without liability to the other partyof their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing closing of the transactions contemplated hereunder has not occurred by February 6, 2023 (the “Outside Closing Date”) and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., a Parent Party, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event an Authority that has jurisdiction over the Proxy Statement parties hereto with respect to the transactions hereunder has not been filed with contemplated hereby shall have issued an Order or enacted a Law having the SEC by December 31effect of permanently restraining, 2018 (enjoining or otherwise prohibiting the “Outside Filing Date”)Merger, each of Seller which Order or Law is final and non-appealable, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that any governmental Authority shall have issued an Order or taken any other actionthe Extension Meeting is held and the Requisite Extension Approval is not obtained, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and then the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other partyParent Parties. (d) This Agreement may be terminated at any time by mutual written consent of the Company and Parent duly authorized by each of their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by eight (8) month anniversary of the date of this Agreement (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to the Outside Closing Date, Purchaserthe Outside Closing Date shall be automatically extended by one (1) month); and (ii) the material breach or violation of any representation, Seller and warranty, covenant or obligation under this Agreement by the Company party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, then Parent or the Company, as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Governmental Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Merger or making the SEC by December 31Merger illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Governmental Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing time by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall Parent duly authorized by each have the right, at its sole option, to terminate this Agreement without liability to the other partyof their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by the six (6)-month anniversary of the date of this Agreement (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form F-4 effective on or prior to the five (5)-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended by one (1) month); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent, on one hand, or Alps Holdco, Pubco or Merger Sub on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or Alps Holdco, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the CompanyAlps Holdco, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that the Proxy Statement with respect to the transactions hereunder has not been filed with the SEC by December 31, 2018 (the “Outside Filing Date”), each of Seller and the Company shall have the right, at its sole option, to terminate this Agreement without liability to any other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Date. (c) In the event that any governmental an Authority shall have issued an Order or taken any other actionenacted a Law, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Mergers, which has become Order or Law is final and non-appealable and which restrainsappealable, enjoins Parent or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company Alps Holdco shall each have the right, at its sole option, to terminate this Agreement without liability to the other party; provided, however, that the right to terminate this Agreement pursuant to this Section shall not be available to Alps Holdco or Parent if the failure by such party or its Affiliates to comply with any provision of this Agreement has been a substantial cause of, or substantially resulted in, such action by such Authority. (c) This Agreement may be terminated at any time by mutual written consent of Alps Holdco and Parent duly authorized by each of their respective boards of directors. (d) Parent may terminate this Agreement by giving written notice to Alps Holdco in the event that Alps Holdco (i) does not deliver to Parent the Final March 31, 2024 Financial Statements on or prior to May 31, 2024 or such further period as mutually agreed between Parent and Alps Holdco in writing; provided, that upon delivery by Alps Holdco to Parent of the Final March 31, 2024 Financial Statements, Parent shall no longer have the right to terminate under this Section 11.1(d)(i), and (ii) the Final March 31, 2024 Financial Statements reveal a change or modification from the Annual Financial Statements that has or would reasonably be expected to have a Material Adverse Effect on the business of the Surviving Company.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by January 31, 2020 (the “Outside Closing Date”), Purchaser, Seller and the Purchaser or the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other partyAgreement; provided, provided however, that this right to terminate a party shall not be available permitted to any party whose material breach under terminate this Agreement has been the cause of, or resulted in, pursuant to this Section 12.1(a) if the failure of the Closing to have been consummated occur prior to the Outside Closing Date is attributable to the failure on the part of such party to perform in any material respect any covenant or before obligation in this Agreement required to be performed by such dateparty. Such right may be exercised by the Purchaser or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that a court of competent jurisdiction or other Authority shall have issued an order, decree or ruling, or shall have taken any other action, having the Proxy Statement with respect effect of permanently restraining, enjoining or otherwise prohibiting the transactions contemplated by this Agreement, which order, decree, ruling or other action shall be final and nonappealable, the Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement; provided, however, that a party shall not be permitted to terminate this Agreement pursuant to this Section 12.1(b) if such action by such court or Authority is attributable to the transactions hereunder has not been filed with failure on the SEC part of such party to perform in any material respect any covenant or obligation in this Agreement required to be performed by December 31, 2018 such party. (c) In the “Outside Filing Date”event that the Purchaser fails to receive the Purchaser Stockholder Approval at the Purchaser Stockholder Meeting (subject to any adjournment or recess of such special meeting pursuant to Section 9.2(a)), each of Seller and the Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised by Seller or the Company, as the case may be, giving written notice to the other parties at any time after party; provided that the Outside Filing Date. (c) In the event that any governmental Authority Purchaser shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, not be permitted to terminate this Agreement without liability pursuant to this Section 12.1(c) if the failure to obtain such Purchaser Stockholder Approval is proximately caused by any action or failure to act of the Purchaser that constitutes a breach of this Agreement. (d) This Agreement may be terminated at any time prior to the other partyClosing by mutual written consent of the Purchaser and the Company.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by December 15, 2022 (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to October 31, 2022, the Outside Closing Date shall be automatically extended to March 15, 2023 and Parent shall use reasonable best efforts to obtain from its stockholders approval of an amendment to its certificate of incorporation extending the time to consummate a Business Combination to March 15, 2023 and any reference to the term “Outside Closing Date” in such case shall mean March 15, 2023); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Subs, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the primary cause of, or resulted in, the primary failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Mergers or making the SEC by December 31Mergers illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that any governmental Authority Parent shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, be entitled to terminate this Agreement without liability Agreement, by written notice to the Company within ten days after receipt of the Year End Financials, if the 2021 revenue, gross margin or operating loss set forth in such Year End Financials are materially different from the Unaudited Financial Statements delivered to Parent by Company prior to the date hereof, other partythan as a result of the application of the accounting principles set forth in Schedule 4.8(a). (d) This Agreement may be terminated at any time by mutual written consent of the Company and Parent duly authorized by each of their respective boards of directors.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by December 28, 2021 (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to October 28, 2021, the Outside Closing DateDate shall be automatically extended to January 28, Purchaser2022), Seller then each of Parent and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. Notwithstanding the foregoing, the right to terminate this Agreement under this Section 11.1(a) shall not be available if the failure by the party seeking to terminate this Agreement to fulfill any obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Closing to occur on or before the Outside Closing Date. (b) In the event that (i) an Authority shall have issued an Order, having the Proxy Statement with respect to effect of permanently restraining, enjoining or otherwise prohibiting the transactions hereunder has not been filed with Merger, which Order is final and non-appealable or (ii) any applicable Law is in effect making the SEC by December 31consummation of the Merger illegal, 2018 (the “Outside Filing Date”), each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party by giving written notice to such other party; provided, provided however, that this the right to terminate this Agreement under this Section 11.1(b) shall not be available to Parent or the Company if the failure of such Person to fulfill any party whose material breach obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Proxy Statement to have been filed on such Law or before such date. Such right may be exercised by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing DateOrder. (c) In This Agreement may be terminated by the event that any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other partyParent.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by September 13, 2023 (such date, the “Outside Closing Date”), Purchaser, Seller then each of Parent and the Company shall each have the right, at its sole optionoption and by written notice to the other, to terminate this Agreement without liability to the other partyother; provided, provided however, that this (i) the right to terminate this Agreement pursuant to this Section 10.1(a) shall not be available to Parent if Parent’s or Merger Sub’s breach of any party whose material breach of its covenants or obligations under this Agreement has been the cause of, or resulted in, shall have proximately caused the failure of to consummate the Closing to have been consummated transactions contemplated by this Agreement on or before such date. Such the Outside Closing Date, and (ii) the right may to terminate this Agreement pursuant to this Section 10.1(a) shall not be exercised by Purchaser or available to the Company if the Company, as ’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the case may be, giving written notice failure to consummate the other at any time after transactions contemplated by this Agreement on or before the Outside Closing Date. (b) In the event an Authority shall have issued an Order or enacted, issued, promulgated, enforced, or entered a Law or Order then in effect and that has the Proxy Statement with respect to effect of making the transactions hereunder has not been filed with contemplated by this Agreement illegal or otherwise permanently restraining, enjoining or otherwise prohibiting the SEC by December 31consummation of the transactions contemplated hereby, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole optionoption and by written notice to the other, to terminate this Agreement at any time prior to Closing without liability to any other partythe other; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the time prior to Closing by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other partyparties.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before June 22, 2024 (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Reincorporation Merger or the SEC by December 31Acquisition Merger or making the Reincorporation Merger or the Acquisition Merger illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing time by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall Parent duly authorized by each have the right, at its sole option, to terminate this Agreement without liability to the other partyof their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by the 12-month anniversary of the Signing Date (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to the 12-month anniversary of the Signing Date, the Outside Closing Date shall be automatically extended by one (1) month); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of permanently restraining, enjoining or otherwise prohibiting the transactions hereunder has not been filed with the SEC by December 31Merger, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing time by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall Parent duly authorized by each have the right, at its sole option, to terminate this Agreement without liability to the other partyof their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by the eight-month anniversary of the date of this Agreement (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to the eight-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended by one (1) month); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Merger or making the SEC by December 31Merger illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing time by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall Parent duly authorized by each have the right, at its sole option, to terminate this Agreement without liability to the other partyof their respective boards of directors.

Termination Without Default. (a) This Agreement may be terminated and the transactions contemplated by this Agreement may be abandoned at any time prior to the Closing by mutual written consent of the Company and Parent. (b) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by the date which is six (6) months after the date of this Agreement (the “Outside Closing Date”) and (ii) the failure of the Closing to occur by the Outside Closing Date was not the result of or caused by the breach of this Agreement by the party (i.e., PurchaserParent or the Merger Sub, Seller and on one hand, or the Company Company, on the other hand) seeking to terminate this Agreement, then Parent or the Company, as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (bc) In the event that (i) an Authority shall have issued an Order, having the Proxy Statement with respect to effect of permanently restraining, enjoining or otherwise prohibiting the transactions hereunder has not been filed with Merger, or (ii) any applicable Law is in effect making the SEC by December 31consummation of the Merger illegal, 2018 (the “Outside Filing Date”), each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section 11.1(c) shall not be available to a party if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (cd) In the event that any governmental Authority there shall have issued an Order been a Material Adverse Effect on the Company following the date of this Agreement which remains uncured and continuing for a period of thirty (30) days, Parent shall have the right, at its sole option, to terminate this Agreement without liability to the Company; provided that no event or taken any other actioncircumstance set forth on Schedule 9.2(g) shall, in each case for purposes of this Section 11.1(d), be deemed a Material Adverse Effect with respect to the Company. (e) In the event that there shall have been a Material Adverse Effect on Parent following the date of this Agreement which has become final remains uncured and non-appealable and which restrainscontinuing for a period of thirty (30) days, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to Parent. (f) In the event that the Parent Stockholder Meeting is held (including any adjournment or postponement thereof) and has concluded, Parent’s stockholders have duly voted, and the Parent Stockholder Approval was not obtained, Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other party.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) April 24, 2025 and (B) if Parent’s board of directors has extended the timeline to consummate an initial business combination to a date following April 24, 2025, in accordance with the Parent Articles, the last date for Parent to consummate a Business Combination pursuant to such extensions (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent, Acquirer or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Merger or making the SEC by December 31Merger illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that the Parent Shareholder Meeting has been held (including any governmental Authority shall adjournment thereof) and has concluded, and the holders of Parent Ordinary Shares have issued an Order duly voted, and the Parent Shareholder Approval was not obtained, Parent or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement. (d) This Agreement without liability to may be terminated at any time by mutual written consent of the other partyCompany and Parent duly authorized by each of their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by February 28, 2022 (the “Outside Closing Date”) (provided that, if the SEC has not cleared the Proxy Statement on or prior to February 28, 2022, the Outside Closing Date shall be automatically extended monthly until the Proxy Statement is cleared by the SEC and upon such clearance the Outside Closing Date shall be automatically extended for 60 days after such clearance; provided, however, that in no event shall the Outside Closing Date extend beyond June 13, 2022); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Purchaser, on one hand, or Seller, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Purchaser or Seller, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser or the CompanySeller, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that the Proxy Statement with respect to the transactions hereunder has not been filed with the SEC by December 31, 2018 (the “Outside Filing Date”), each of Seller and the Company shall have the right, at its sole option, to terminate this Agreement without liability to any other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Date. (c) In the event that any governmental an Authority shall have issued an Order or taken any other actionenacted a Law, in each case having the effect of permanently restraining, enjoining or otherwise prohibiting the Acquisition, which has become Order or Law is final and non-appealable and which restrainsappealable, enjoins Purchaser or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party; provided, however, that the right to terminate this Agreement pursuant to this Section 8.1(b) shall not be available to Purchaser or Seller if the failure by such party or its Affiliates to comply with any provision of this Agreement has been a direct and substantial cause of such action by such Authority. (c) This Agreement may be terminated at any time by mutual written consent of Purchaser and Seller duly authorized by each of their respective boards of directors, managers or members, as applicable.

Termination Without Default. (a) In the event that the Closing audited consolidated financial statements of the transactions contemplated hereunder has Company as of and for the fiscal years ended December 31, 2018, 2017 and 2016, consisting of the audited consolidated balance sheet as of such dates, the audited consolidated income statement for the twelve (12) month period ended on such dates, and the audited consolidated cash flow statement for the twelve (12) month period ended on such dates (the “Audited Financial Statements”), have not occurred been delivered by March 15, 2020, Purchaser shall have the Outside Closing Dateright, at its sole option, to terminate this Agreement without liability to the Company. Such right may be exercised by Purchaser, Seller and as the case may be, with a written notice to the Company at any time after March 15, 2020. (b) In the event that after the First Extension has been obtained, the Closing is expected not to occur on or prior to May 8, 2020, Purchaser or the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party; provided, provided however, that this the right to terminate this Agreement under this Section 13.1(b) shall not be available to any party whose who is in a material breach under of this Agreement has and such breach shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to May 8, 2020. Such right shall be exercisable by Purchaser or the Company, as the case may be, with a written notice to the other party at least ten (10) days prior to May 8, 2020. (c) In the event that after Second Extension has been obtained, the Closing is expected not to occur on or prior to August 8, 2020, Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other party; provided, however, that the right to terminate this Agreement under this Section 13.1(c) shall not be available to any party who is in a material breach of this Agreement and such breach shall have been consummated the cause of, or shall have resulted in, the failure of the Closing to occur on or before prior to August 8, 2020. Such right shall be exercisable by Purchaser or the Company, as the case may be, with a written notice to the other party at least ten (10) days prior to August 8, 2020. (d) In the event that the Closing has not occurred by September 30, 2020 (the “Outside Closing Date”), Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other party; provided, however, that the right to terminate this Agreement under this Section 13.1(d) shall not be available to any party who is in a material breach of this Agreement and such datebreach shall have been the cause of, or shall have resulted in, the failure of the Closing to occur on or prior to the Outside Closing Date. Such right may be exercised by Purchaser or the Company, as the case may be, giving with a written notice to the other party at any time after the Outside Closing Date. (be) In the event that the Proxy Statement with respect to the transactions hereunder has not been filed with the SEC by December March 31, 2018 2020 (the “Outside Filing Date”), each of Seller and Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement under this Section 13.1(e) shall not be available to any party whose who is in a material breach under of this Agreement has and such breach shall have been the cause of, or shall have resulted in, the failure of the Proxy Statement to have been be filed on or before such datewith the SEC by the Outside Filing Date. Such right may be exercised by Seller Purchaser or the Company, as the case may be, giving with a written notice to the other parties party at any time after the Outside Filing Date. (c) In the event that any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party.

Termination Without Default. (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by September 15, 2023 (such date, the “Outside Closing Date”), Purchaser, Seller then each of Parent and the Company shall each have the right, at its sole optionoption and by written notice to the other, to terminate this Agreement without liability to the other partyother; provided, provided however, that this (i) the right to terminate this Agreement pursuant to this Section 10.1(a) shall not be available to Parent if Parent’s or Merger Sub’s breach of any party whose material breach of its covenants or obligations under this Agreement has shall have been the a substantial cause of, or substantially resulted in, the failure of to consummate the Closing to have been consummated transactions contemplated by this Agreement on or before such date. Such the Outside Closing Date, and (ii) the right may to terminate this Agreement pursuant to this Section 10.1(a) shall not be exercised by Purchaser or available to the Company if the Company’s breach of any of its covenants or obligations under this Agreement shall have been a substantial cause of, as or substantially resulted in, the case may be, giving written notice failure to consummate the other at any time after transactions contemplated by this Agreement on or before the Outside Closing Date. (b) In the event an Authority shall have issued an Order or enacted, issued, promulgated, enforced, or entered a Law or Order then in effect and that has the Proxy Statement with respect to effect of making the transactions hereunder has not been filed with contemplated by this Agreement illegal or otherwise permanently restraining, enjoining or otherwise prohibiting the SEC by December 31consummation of the transactions contemplated hereby, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole optionoption and by written notice to the other, to terminate this Agreement at any time prior to Closing without liability to any other partythe other; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the time prior to Closing by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other partyparties.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) October 18, 2024 and (B) if Parent’s board of directors has extended the timeline to consummate an initial business combination to a date following October 18, 2024, in accordance with the Parent Articles, the last date for Parent to consummate a Business Combination pursuant to such extensions (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Merger or making the SEC by December 31Merger illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that the Parent Shareholder Meeting has been held (including any governmental Authority shall adjournment thereof) and has concluded, and the holders of Parent Common Shares have issued an Order duly voted, and the Parent Shareholder Approval was not obtained, Parent or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing of the transactions contemplated hereunder, Purchaser, Seller and the Company shall each have the right, at its sole option, to terminate this Agreement within five (5) Business Days thereafter. (d) In the event an Event of Default (as defined in the applicable Sponsor Convertible Note) has occurred under a Sponsor Convertible Note, then Parent or the Company, as applicable, shall have the right, at its sole option, to terminate this Agreement without liability to the other partyparty at any time; provided, however, that such termination by Company for an Event of Default pursuant to Section 3(g) of such Sponsor Convertible Note shall be deemed a Parent Termination for Cause and shall be subject to Section 10.4(a). Such right may be exercised by Parent or the Company, as the case may be, giving written notice to the other at any time prior to the Outside Closing Date. (e) This Agreement may be terminated at any time by mutual written consent of the Company and Parent duly authorized by each of their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by the six (6)-month anniversary of the date of this Agreement (the “Outside Closing Date”) (provided that, if the SEC has not declared the Proxy Statement/Form S-4 effective on or prior to the five (5)-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended by one (1) month); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of permanently restraining, enjoining or otherwise prohibiting the transactions hereunder has not been filed with the SEC by December 31Merger, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure such action by such Authority. (c) This Agreement may be terminated at any time by mutual written consent of the Proxy Statement to have been filed on or before such date. Such right Company and Parent duly authorized by each of their respective boards of directors. (d) Parent may be exercised terminate this Agreement by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Date. (c) In Company in the event that any governmental Authority shall have issued an Order the Company (i) does not deliver to Parent the Final June 30, 2022 Financial Statements on or taken any other actionprior to August 30, in each case which has become final and non-appealable and which restrains2022; provided, enjoins or otherwise prohibits that upon delivery by the Closing Company to Parent of the transactions contemplated hereunderFinal June 30, Purchaser2022 Financial Statements, Seller Parent shall no longer have the right to terminate under this Section 10.1(d)(i), and (ii) the Final June 30, 2022 Financial Statement the Company shall each reveal a change or modification from the Annual Financial Statements that has or would reasonably be expected to have a Material Adverse Effect on the right, at its sole option, to terminate this Agreement without liability to business of the other partySurviving Corporation.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before December 31, 2024 (the “Outside Closing Date”) (provided, that, if the SEC has not declared the Registration Statement and Proxy Statement effective on or prior to December 31, 2024, the Outside Closing Date shall be automatically extended by 3 months); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Parent Merger or the SEC by December 31Merger or making the Parent Merger or the Merger illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing time by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall Parent duly authorized by each have the right, at its sole option, to terminate this Agreement without liability to the other partyof their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by the six (6)-month anniversary of the date of this Agreement (the “Outside Closing Date”) (provided that, if the SEC has cleared the Proxy Statement on or prior to the six (6)-month anniversary of the date of this Agreement, the Outside Closing Date shall be automatically extended for 60 days after such clearance); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Purchaser, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Purchaser or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of permanently restraining, enjoining or otherwise prohibiting the transactions hereunder has not been filed with the SEC by December 31Acquisition, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Purchaser if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing time by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall Purchaser duly authorized by each have the right, at its sole option, to terminate this Agreement without liability to the other partyof their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing closing of the transactions contemplated hereunder has not occurred by June 30, 2023 (the “Outside Date”) (provided that, if the SEC has not declared the Registration Statement effective on or prior to such date, the Outside Date shall be automatically extended by one (1) month); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., a Parent Party, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Date, Purchaserthen any Parent Party or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that a Governmental Authority shall have issued an Order or enacted a Law having the Proxy Statement with respect to effect of permanently restraining, enjoining or otherwise prohibiting either the transactions hereunder has not been filed with Redomestication Merger or the SEC by December 31Acquisition Merger, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and a Parent Party or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section 11.1(b) shall not be available to the Company or a Parent Party if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Governmental Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing time by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall Parent duly authorized by each have the right, at its sole option, to terminate this Agreement without liability to the other partyof their respective boards of directors.

Termination Without Default. 50 (a) In the event that the Closing of the transactions contemplated hereunder has not occurred by the Additional Extension Deadline (the “Outside Closing Date”), Purchaserand no material breach of this Agreement by the party (i.e., Seller and the Purchaser or the Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 13.2 hereof), Purchaser or the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that the Proxy Statement Offer Documents with respect to the transactions hereunder has have not been filed with the SEC by December 31, 2018 30 days prior to the Additional Extension Deadline (the “Outside Filing Date”), each and no material breach of Seller and this Agreement by the party (i.e., the Purchaser or the Merger Sub, on one hand, or the Company on the other hand) seeking to terminate this Agreement shall have occurred or have been made (as provided in Section 13.2 hereof), Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised by Seller Purchaser or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Date. (c) In the event that any governmental Authority the Trust Extension Approval shall not have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing been obtained after a vote of the transactions contemplated hereunderPurchaser’s shareholders has been taken and completed at a duly convened stockholders meeting or at any adjournment or postponement thereof, Purchaseror the Extension Tender Offer is not completed by November 23, Seller and 2018, Purchaser or the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other party. (d) In the event the Company Stockholders Approval shall not have been obtained within thirty (30) days after completion of the Extension Tender Offer, Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other party. (e) In the event an Authority shall have issued an Order, having the effect of permanently restraining, enjoining or otherwise prohibiting the Merger, which Order is final and non-appealable, Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other party. (f) In the event the Purchaser ceases to be listed on the Nasdaq Stock Market, or its initial listing application in connection with the transactions contemplated hereby is not approved by the Nasdaq Stock Market by the Outside Closing Date, Purchaser or the Company shall have the right, at its sole option, to terminate this Agreement without liability to the other party. (g) The Purchaser may terminate this Agreement, without liability to any party, by giving notice to the Company within thirty (30) days following the completion of the Extension Tender Offer (or, with respect to clause (ii) below, within thirty (30) days following the later of the Purchaser’s receipt of the Financial Statements and the completion of the Extension Tender Offer) if it identifies any fact or condition in the reasonable discretion of the Purchaser’s board of directors acting in good faith (i) that has had a Material Adverse Effect on the Business of the Company Group as a whole, or (ii) in the Financial Statements that, individually or in the aggregate, is or would reasonably be expected to be materially adverse to the Business of the Company Group as a whole, in each case, to the extent such fact or condition is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company of a notice describing in reasonable detail the nature of such fact or condition.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred on or before the latest of (A) September 25, 2023, (B) if the Extension Proposal is approved, December 26, 2023 and (C) if one or more extensions to a date following December 26, 2023 with the Company’s approval are obtained at the election of Parent, with Parent shareholder vote, in accordance with the Parent Articles, the last date for Parent to consummate a Business Combination pursuant to such extensions (the “Outside Closing Date”); and (ii) the material breach or violation of any representation, warranty, covenant or obligation under this Agreement by the party (i.e., Parent or Merger Sub, on one hand, or the Company, on the other hand) seeking to terminate this Agreement was not the cause of, or resulted in, the failure of the Closing to occur on or before the Outside Closing Date, Purchaserthen Parent or the Company, Seller and the Company as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that an Authority shall have issued an Order or enacted a Law, having the Proxy Statement with respect to effect of prohibiting the transactions hereunder has not been filed with Merger or making the SEC by December 31Merger illegal, 2018 (the “Outside Filing Date”)which Order or Law is final and non-appealable, each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party; provided, provided however, that this the right to terminate this Agreement pursuant to this Section shall not be available to the Company or Parent if the failure by such party or its Affiliates to comply with any party whose material breach under provision of this Agreement has been the a substantial cause of, or substantially resulted in, the failure of the Proxy Statement to have been filed on or before such date. Such right may be exercised action by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing Datesuch Authority. (c) In the event that This Agreement may be terminated at any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing time by mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall Parent duly authorized by each have the right, at its sole option, to terminate this Agreement without liability to the other partyof their respective boards of directors.

Termination Without Default. (a) In the event that (i) the Closing of the transactions contemplated hereunder has not occurred by October 1, 2023 (the “Outside Date”); provided, that if the SEC has not declared the Proxy Statement/ Form S-4 effective on or prior to October 1, 2023, the Outside Closing DateDate shall be automatically extended to December 11, Purchaser2023, Seller and (ii) the Company party (i.e., Parent, Merger Sub or the Merger Sub II, on one hand, or the Company, on the other hand) seeking to terminate this Agreement is not in material breach of this Agreement, then Parent or the Company, as applicable, shall each have the right, at its sole option, to terminate this Agreement without liability to the other party, provided that this right to terminate shall not be available to any party whose material breach under this Agreement has been the cause of, or resulted in, the failure of the Closing to have been consummated on or before such date. Such right may be exercised by Purchaser Parent or the Company, as the case may be, giving written notice to the other at any time after the Outside Closing Date. (b) In the event that (i) an Authority shall have issued an Order, having the Proxy Statement with respect to effect of permanently restraining, enjoining or otherwise prohibiting the transactions hereunder has not been filed with Mergers, which Order is final and non-appealable or (ii) any applicable Law is in effect making the SEC by December 31consummation of the Mergers illegal, 2018 (the “Outside Filing Date”), each of Seller and Parent or the Company shall have the right, at its sole option, to terminate this Agreement without liability to any the other party by giving written notice to such other party; provided, provided however, that this the right to terminate this Agreement under this Section 10.1(b) shall not be available to Parent or the Company if the failure of such Person to fulfill any party whose material breach obligation under this Agreement has been the primary cause of, or primarily resulted in, the failure of the Proxy Statement to have been filed on such Law or before such date. Such right may be exercised by Seller or the Company, as the case may be, giving written notice to the other parties at any time after the Outside Filing DateOrder. (c) In This Agreement may be terminated by the event that any governmental Authority shall have issued an Order or taken any other action, in each case which has become final and non-appealable and which restrains, enjoins or otherwise prohibits the Closing mutual written consent of the transactions contemplated hereunder, Purchaser, Seller Company and the Company shall each have the right, at its sole option, to terminate this Agreement without liability to the other partyParent.