TERMINATION 84 Clause Samples

TERMINATION 84. Section 7.1 Termination 84 Section 7.2 Effect of Termination 85 Article 8 ALTERNATIVE TRANSACTION 85 Section 8.1 Alternative Transaction 85 Section 9.1 Non-Survival 86 Section 9.2 Entire Agreement; Assignment 86 Section 9.3 Amendment 86 Section 9.4 Notices 87 Section 9.5 Governing Law 88 Section 9.6 Fees and Expenses 88 Section 9.7 Construction; Interpretation 88 Section 9.8 Exhibits and Schedules 89 Section 9.9 Parties in Interest 89 Section 9.10 Severability 89 Section 9.11 Counterparts; Electronic Signatures 90 Section 9.12 Knowledge of Company; Knowledge of SOAC 90 Section 9.13 No Recourse 90 Section 9.14 Extension; Waiver 91 Section 9.15 Waiver of Jury Trial 91 Section 9.16 Submission to Jurisdiction 91 Section 9.17 Remedies 92 Section 9.18 Trust Account Waiver 92 Annex A Supporting Company Shareholders Exhibit A Company Arrangement Resolution Exhibit B Plan of Arrangement Exhibit C Form of PIPE Subscription Agreement Exhibit D Form of Individual PIPE Subscription Agreement Exhibit E Form of Registration Rights Agreement Exhibit F Form of Transaction Support Agreement Exhibit G Form of SOAC Notice of Articles Exhibit H Form of SOAC Articles Exhibit I Form of Incentive Equity Plan This BUSINESS COMBINATION AGREEMENT (this “Agreement”), dated as of March 4, 2021, is made by and among Sustainable Opportunities Acquisition Corp., a Cayman Islands exempted company, 1291924 B.C. Unlimited Liability Company, an unlimited liability company existing under the laws of British Columbia, Canada (“NewCo Sub”), and DeepGreen Metals Inc., a company existing under the laws of British Columbia, Canada (the “Company”). SOAC, NewCo Sub and the Company shall be referred to herein from time to time collectively as the “Parties”. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 1.1.