Common use of Termination Upon Default Clause in Contracts

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing Date, without prejudice to any rights or obligations Parent and Purchaser may have, if the Company or the Seller shall have breached any representation or warranty or breached any agreement or covenant contained herein to be performed prior to Closing such that the conditions set forth in Section 9.2(a) would not be satisfied and such breach shall not be cured within the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a notice describing in reasonable detail the nature of such breach. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, if Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing such that the conditions set forth in Section 9.3(a) would not be satisfied and such breach shall not be cured within the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a notice describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied and or 9.2(b) impossible; (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied or 9.3(b) impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if (w) (1) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) would not be satisfied or 9.2(p); and (2) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breachbreach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) would not be satisfied or Section 9.3(c); and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The ; provided, however that Company may terminate is not then in breach of this Agreement if, at so as to prevent the Special Meeting (including any adjournments thereofconditions to Closing set forth in Sections 9.2(a), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement9.2(b), Parent shall promptly (but in no event more than 60 days following such termination9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) pay the Company the amount of $200,000or 9.2, from being satisfied.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied 9.2(b) or 9.2(c) impossible; and (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a9.2(a) would not be satisfied 9.2(b) or 9.2(c) impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach, provided, however, that the Company is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement. (c) Parent may terminate this Agreement by giving written notice to the Company if the Company makes any Company Change of Recommendation. (d) The Company may terminate this Agreement if, by giving written notice to the Parent at any time prior to the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote receipt of the holders Company Stockholder Approval, if the Company’s Board of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or Directors has authorized the Company to enter into and has entered into any letter of intent, agreement in principle, memorandum of understanding, business combination agreement or any other similar agreement with respect to a Company Superior Proposal, provided, however, that the Company is not then in material breach of any of its representations, warranties warranties, covenants or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants agreements contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, at any time prior to the Closing Date if (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied and or 9.2(b) impossible; (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied or 9.3(b) impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser The Acquiror may terminate this Agreement by giving notice to the Company ▇▇▇, ▇▇▇ and the Seller Fintech on or prior to the Closing Date, without prejudice to any rights or obligations Parent and Purchaser the Acquiror may have, if (i) the Company Closing has not occurred by the Outside Closing Date and the failure of the Closing to occur by then is caused by any of the Group Parties, (ii) there is any Legal Restraint restraining, enjoining or otherwise prohibiting the Seller transactions contemplated by this Agreement which cannot be, as reasonably believed by the Acquiror, resolved within ninety (90) days of the date of such Legal Restraint, or (iii) any of the Group Parties shall have materially breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein or in any Additional Agreement to be performed on or prior to the Closing Date such that the conditions condition to closing set forth in Section 9.2(a) 9.2 would not be satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured within thirty (30) days following receipt by the Group Parties of a notice describing in reasonable detail the nature of such breach. (b) ▇▇▇, ▇▇▇ and/or Fintech may terminate this Agreement by giving notice to the Acquiror, without prejudice to any rights or obligations the terminating parties may have, if the Acquiror or the Merger Subs shall have materially breached any of their covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing Date such that the condition to closing set forth in Section 9.3 would not satisfied (treating such time as if it were the Closing Date) and such breach shall not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller Acquiror of a notice describing in reasonable detail the nature of such breach. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, if Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing such that the conditions set forth in Section 9.3(a) would not be satisfied and such breach shall not be cured within the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a notice describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if (x) the Company or the Seller DLQ Parent shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied or 9.2(b) impossible; and (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or DLQ Parent, as the Seller case may be, of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable and continuing; or (iii) at any time after the DLQ Parent Approval Deadline if DLQ Parent has not previously received the DLQ Parent Stockholder Approval; provided, however, that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a) or Section 9.3(b) from being satisfied. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if at any time prior to the Closing Date, if: (i) (x) Parent or the Purchaser Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied or Section 9.3(b) impossible; and (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent or Merger Sub of a written notice from the Company describing in reasonable detail the nature of such breach. ; or (cii) The Company may terminate this Agreement if, at the Special Meeting (including there shall have been any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders Effect in respect of Parent Common Stock required under Parent’s certificate of incorporationor Merger Sub, that individually, or together with any other Effect since the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as has had or would reasonably be expected to have a result Material Adverse Effect in respect of (i) a breach Parent or nonfulfillment by Seller or Merger Sub which is uncurable and continuing; provided, however, that neither the Company nor DLQ Parent is then in breach of any of its representations, warranties or covenants contained in this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a) or (iiSection 9.2(b) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000being satisfied.

Termination Upon Default. (a) Parent and the Purchaser The SPAC may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing Date, without prejudice to any rights or obligations Parent and Purchaser the SPAC may have, if the Company materially breaches any of its representations, warranties, agreements or covenants contained herein, or if any member of the Seller shall have breached Company Group materially breaches any representation of its representations, warranties, agreements or warranty or breached covenants contained in any agreement or covenant contained herein Additional Agreement to which such member is a party, to be performed on or prior to the Closing such that Date or this Agreement, the conditions set forth in Section 9.2(a) would not Merger or the transactions contemplated hereby fail to be satisfied authorized or approved by the Shareholders and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by the Company or the Seller of a notice describing in reasonable detail the nature of such breach. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingSPAC, without prejudice to any rights or obligations the Company or the Seller Group may have, if Parent or the Purchaser SPAC shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing such that the conditions set forth in Section 9.3(a) would not be satisfied Date and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by Parent the SPAC of a notice describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing if the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to Closing such that the Closing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied and through 9.2(c) impossible (a “Terminating Company Breach”); except that, if such breach shall not be cured within Terminating Company Breach is curable by the earlier Company through the exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by the Company or the Seller of a notice describing in reasonable detail the nature from Parent of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not delivered the Company Stockholder Approval to Parent (provided, that upon the Company delivering the Company Stockholder Approval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if at any time prior to the Closing, Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to Closing such that the Closing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied and or 9.3(b) impossible (a “Terminating Parent Breach”); except that, if such breach shall not be cured within Terminating Parent Breach is curable by Parent through the earlier exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by Parent of a notice describing in reasonable detail from the nature Company of such breach. , but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof“Parent Cure Period”), this Agreement such termination shall not be effective, and such termination shall become effective only if the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Terminating Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement Breach is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain not cured within the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000Cure Period.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or at any time prior to the Closing DateClosing, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, if if: (i) (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed prior to Closing such that which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.2(a9.2 impossible and (y) would not be satisfied and such breach shall cannot be cured within or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) evidence that the Company Stockholder Written Consent was obtained and not delivered to Parent by the Company Stockholder Written Consent Deadline (provided that Parent shall not be permitted to terminate this Agreement under this Section 12.2(a)(ii) at any time (A) prior to the Company Stockholder Written Consent Deadline or (B) after such evidence has been delivered to Parent). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or at any time prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing such that herein, which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.3(a9.3 impossible; and (ii) would not be satisfied and such breach shall cannot be cured within or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser may have, : (i) at any time prior to the Closing Date if (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied or 9.2(b) impossible; and (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable or is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the Company Shareholder Written Consent Deadline if the Company has not previously received the Company Shareholder Approval (provided, that upon the Company receiving the Company Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (iii)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if at any time prior to the Closing Date, if: (i) (x) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied or 9.3(b) impossible; and (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. ; or (cii) The Company may terminate this Agreement ifthere shall have been any Effect in respect of Parent, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporationthat individually, or together with any other Effect since the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as has had or would reasonably be expected to have a result Material Adverse Effect in respect of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000which is uncurable and continuing.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied and or 9.2(b) impossible; (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breachbreach provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied or 9.3(b) impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof)provided, this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporationhowever, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company is not then in material breach of any of its representations, warranties warranties, covenants or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants agreements contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing if the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to Closing such that the Closing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied and through 9.2(c) impossible (a “Terminating Company Breach”); except that, if such breach shall not be cured within Terminating Company Breach is curable by the earlier Company, then, for a period of the Outside Closing Date and up to thirty (30) days following after receipt by the Company or the Seller of a notice describing in reasonable detail the nature from Parent of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period, provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not delivered the Company Stockholder Approval to Parent (provided, that upon the Company delivering the Company Stockholder Approval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if at any time prior to the Closing, Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to Closing such that the Closing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied and through 9.3(c) impossible (a “Terminating Parent Breach”); except that, if such breach shall not be cured within the earlier Terminating Parent Breach is curable by Parent, then, for a period of the Outside Closing Date and up to thirty (30) days following after receipt by Parent of a notice describing in reasonable detail from the nature Company of such breach. , but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof“Parent Cure Period”), this Agreement such termination shall not be effective, and such termination shall become effective only if the transactions contemplated thereby shall fail to be approved and adopted by Terminating Parent Breach is not cured within the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporationCure Period, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event provided, however, that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company is not then in material breach of any of its representations, warranties warranties, covenants or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants agreements contained in this Agreement). (c) Parent may terminate this Agreement by giving written notice to the Company, without prejudice to any rights or obligations Parent shall promptly (but in no event more than 60 days following such termination) pay or Merger Sub may have, if the Company Support Agreement is not executed and delivered by the amount Company and the Company Stockholders listed on Schedule I within 24 hours following the execution of $200,000this Agreement.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied or 9.2(b) impossible; and (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Company Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Company Group as a whole which is uncurable or is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (iii)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if at any time prior to the Closing Date, if: (i) (x) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied or 9.3(b) impossible; and (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. ; or (cii) The Company may terminate this Agreement ifthere shall have been any Effect in respect of Parent, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporationthat individually, or together with any other Effect since the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as has had or would reasonably be expected to have a result Material Adverse Effect in respect of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000which is uncurable and continuing.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement at any time prior to Closing by giving notice to the Company and if: (i)(A) the Seller Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, without prejudice which has rendered or would reasonably be expected to render the satisfaction of any rights or obligations Parent and Purchaser may have, if the Company or the Seller shall have breached any representation or warranty or breached any agreement or covenant contained herein to be performed prior to Closing such that of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c) would not be satisfied Section 9.2(f), Section 9.2(h) and Section 9.2(j) impossible and (B) such breach shall cannot be cured within or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breachbreach (or with respect to the obligation to deliver financial statements pursuant to Section 9.2(j) five (5) days, or (2) the Outside Termination Date; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b), or Section 9.3(c) from being satisfied. (b) The Company and the Seller may terminate this Agreement at any time prior to Closing by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: Parent or the Purchaser Merger sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b), or Section 9.3(c) would not be satisfied impossible, and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure Outside Termination Date; provided, however that Company is not then in breach of this Agreement so as to obtain prevent the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure conditions to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained Closing set forth in this AgreementSection 9.2(a), Parent shall promptly (but in no event more than 60 days following such terminationSection 9.2(b) pay the Company the amount of $200,000or Section 9.2(c) from being satisfied.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied and or 9.2(b) impossible; (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach, provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). For the avoidance of doubt, Parent shall also have the right to terminate this Agreement pursuant to this Section 10.2(a) if (A) the conditions set forth in Sections 9.1 and 9.3 have been satisfied on or prior to the date of such termination (other than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), (B) Parent and Merger Sub are willing, ready and able to effect the Closing, and (C) the Company fails to effect the Closing within two (2) Business Days following the written request of Parent to proceed with the Closing. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied or 9.3(b) impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof)provided, this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporationhowever, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company is not then in material breach of any of its representations, warranties warranties, covenants or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants agreements contained in this Agreement. For the avoidance of doubt, the Company shall also have the right to terminate this Agreement pursuant to this Section 10.2(b) if (A) the conditions set forth in Sections 9.1 and 9.2 have been satisfied on or prior to the date of such termination (other than those conditions that, by their nature, cannot be satisfied until the Closing Date, but, which conditions would be satisfied if the Closing Date were the date of such termination), Parent shall promptly (but in no event more than 60 days following such terminationB) pay the Company is willing, ready and able to effect the amount Closing, and (C) Parent and Merger Sub fail to effect the Closing within two (2) Business Days following the written request of $200,000the Company to proceed with the Closing.

Termination Upon Default. (a) Parent and the The Purchaser Parties may terminate this Agreement by giving notice to the Company and the Seller Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent and the Purchaser Parties may have, if the Company or the Seller Group shall have materially breached any representation of its representations, warranties, agreements or warranty or breached any agreement or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing such that Date or this Agreement, the conditions set forth in Section 9.2(a) would not Plan of Acquisition Merger or the transactions contemplated hereby fail to be satisfied authorized or approved by the shareholders of the Company and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by the Company or the Seller Group of a notice describing in reasonable detail the nature of such breach. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the Closingany Purchaser Party, without prejudice to any rights or obligations the Company or the Seller Group may have, if Parent or the any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing such that the conditions set forth in Section 9.3(a) would not be satisfied Date and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by Parent such Purchaser Party(s) of a notice describing in reasonable detail the nature of such breach. (c) The Company may If either party causes a delay in the business combination process after the signing of this Agreement that exceeds six (6) months, the other party shall have the right to terminate this Agreement ifAgreement. For the avoidance of doubt, at any delay resulting from regulatory, policy, or governmental approvals or filings, including but not limited to approvals or filings with the Special Meeting (including any adjournments thereof)SEC or the CSRC, this Agreement and in connection with the transactions contemplated thereby herein, shall fail not be deemed attributable to be approved and adopted either party. However, this exclusion shall not apply to delays caused by the affirmative vote of the holders of Parent Common Stock required under Parenta party’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain submit any necessary or required documents to the Parent Stockholder Approval at the Special Meeting relevant regulatory or otherwise (unless the failure to obtain such approval resulted from governmental authorities in a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000timely and complete manner.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or at any time prior to the Closing DateClosing, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, if if: (i) (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed prior to Closing such that which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.2(a‎10.2 impossible and (y) would not be satisfied and such breach shall cannot be cured within or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline (provided that Parent shall not be permitted to terminate this Agreement under this Section 13.2(a)(ii) at any time (A) prior to the Company Stockholder Written Consent Deadline or (B) after such evidence has been delivered to Parent). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or at any time prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing such that herein, which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.3(a‎10.3 impossible; and (ii) would not be satisfied and such breach shall cannot be cured within or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b) would not be satisfied and or Section 9.2(c) impossible; (y) such breach shall cannot be cured within or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) would not be satisfied or Section 9.3(c) impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breachbreach ; provided, however that Company is not then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.2(a), Section 9.2(b) or Section 9.2(c) from being satisfied. (c) The Company Parent may terminate this Agreement ifby giving notice to the Company, at without liability to the Special Meeting (including Company for breach of its obligations set forth in Section 8.8 or prejudice to any adjournments thereof)rights or obligations Parent or Merger Sub may have, this if the Company, Parent and their respective Affiliates, as applicable, have not by the end of the Assurance Arrangement Negotiation Period executed and delivered pursuant to Section 8.8 each of the Assurance Agreement and the transactions Assurance Escrow Agreement; provided, that the termination notice contemplated thereby by this Section 10.2(c) shall fail to be approved and adopted delivered by Parent no later than the affirmative vote date that is five (5) days following the expiration of the holders Assurance Arrangement Negotiation Period and if such notice is not delivered prior to such date, the termination right of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained set forth in this Agreement clause (c) shall immediately terminate and be of no further force or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000effect.

Termination Upon Default. (a) The Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller Parties on or prior to the Closing Date, without prejudice to any rights or obligations the Parent and Purchaser may have, if the Company or the Seller shall Parties have materially breached any representation of their representations, warranties, agreements or warranty or breached any agreement or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing such that the conditions set forth in Section 9.2(a) would not be satisfied Date or this Agreement and such breach shall not be cured within the earlier of the Outside Closing Date and thirty (30) calendar days following receipt by the Company or the Seller Parties of a notice describing in reasonable detail the nature of such breach; provided however, that prior to dispatching the notice of termination, the Parent shall have engaged in good faith discussions with the Company Parties to resolve the issues in dispute for a period of at least five (5) days, and have failed to resolve said issues by the end of such period. For avoidance of doubt and notwithstanding anything herein to the contrary, the failure to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements shall constitute a material breach of this Agreement. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if the Parent or the Purchaser shall have has materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing such that the conditions set forth in Section 9.3(a) would not be satisfied Date and such breach shall not be cured within the earlier of the Outside Closing Date and thirty (30) calendar days following receipt by such Parent of a notice describing in reasonable detail the nature of such breach. ; provided however, that prior to dispatching the notice of termination, the Company Parties shall have engaged in good faith discussions with the Parent to resolve the issues in dispute for a period of at least five (c5) The Company may terminate this Agreement ifdays, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail have failed to be approved and adopted resolve said issues by the affirmative vote end of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporationsuch period. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing if the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to Closing such that the Closing, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied and or 9.2(b) impossible (a “Terminating Company Breach”); except that, if such breach shall not be cured within Terminating Company Breach is curable by the earlier Company through the exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by the Company or the Seller of a notice describing in reasonable detail the nature from Parent of such breach, but only as long as the Company continues to use its reasonable best efforts to cure such Terminating Company Breach (the “Company Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Company Breach is not cured within the Company Cure Period; or (ii) at any time after the Company Shareholder Written Consent Deadline if the Company has not delivered the Company Shareholder Approval to Parent (provided, that upon the Company delivering the Company Shareholder Approval to Parent, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if at any time prior to the Closing, Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to Closing such that the Closing, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied and or 9.3(b) impossible (a “Terminating Parent Breach”); except that, if such breach shall not be cured within Terminating Parent Breach is curable by Parent through the earlier exercise of the Outside Closing Date and its reasonable best efforts, then, for a period of up to thirty (30) days following after receipt by Parent of a notice describing in reasonable detail from the nature Company of such breach, but only as long as Parent continues to use its reasonable best efforts to cure such Terminating Parent Breach (the “Parent Cure Period”), such termination shall not be effective, and such termination shall become effective only if the Terminating Parent Breach is not cured within the Parent Cure Period. (c) The This Agreement may be terminated by the Company may in the event that the Non-Redemption Agreements are not entered into by Parent and the other parties thereto by the Non-Redemption Agreement End Date; provided, that any such termination by the Company pursuant to this Section 10.2(c) must occur within ten (10) Business Days of the failure by Parent to enter into the Non-Redemption Agreements by the Non-Redemption Agreement End Date; provided, further, that, if Parent enters into the Non-Redemption Agreements prior to the termination of this Agreement by the Company under this Section 10.2(c), the Company shall no longer have any right to terminate this Agreement if, at the Special Meeting (including any adjournments thereofunder this Section 10.2(c), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) The Parent and the Purchaser Parties may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations any Parent Party may have: (i) at any time prior to the Closing Date if (x) the Company and the Seller shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, without prejudice which has rendered or would reasonably be expected to render the satisfaction of any rights or obligations Parent and Purchaser may have, if the Company or the Seller shall have breached any representation or warranty or breached any agreement or covenant contained herein to be performed prior to Closing such that of the conditions set forth in Sections 10.2(a) or Section 9.2(a10.2(b), impossible; (y) would not be satisfied and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) at any time after the Company Shareholder Written Consent Deadline if the Company has not previously received the Company Shareholder Approval. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) any of the Parent or the Purchaser Parties shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Sections 10.3(a) or Section 9.3(a10.3(b) would not be satisfied impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and The Purchaser may, by written notice to the Purchaser may Company, terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing Date, without prejudice to any rights or obligations Parent and Purchaser may haveif there has been a breach of any representation, if warranty, covenant or other agreement made by the Company in this Agreement, or the Seller any such representation and warranty shall have breached any representation become untrue or warranty inaccurate after the date of this Agreement, in each case which breach, untruth or breached any agreement or covenant contained herein inaccuracy (i) would reasonably be expected to be performed prior to Closing such that the conditions set forth result in Section 9.2(a) would or Section 9.2(b) not be being satisfied as of the Closing Date (a “Terminating Company Breach”), and such breach (ii) shall not be have been cured within the earlier of the Outside Closing Date and thirty (30) days following receipt after written notice from the Purchaser of such Terminating Company Breach is received by the Company or the Seller of a (such notice describing to describe such Terminating Company Breach in reasonable detail the nature of such detail), or which breach. (b) The Company and the Seller may terminate this Agreement , untruth or inaccuracy, by giving prior written notice to Parent on or its nature, cannot be cured prior to the ClosingOutside Date; provided, without prejudice to any rights or obligations the Company or the Seller may have, if Parent or that the Purchaser shall have breached is not then in material breach of any of its covenants, agreements, respective representations, and warranties contained herein warranties, covenants or other obligations under this Agreement, which breach would give rise to be performed prior to Closing such that the conditions a failure of a condition set forth in Section 9.3(a) would not be satisfied and such breach shall not be cured within or Section 9.3(b); provided, further, that the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of day cure period for the Company to cure a notice describing Terminating Company Breach set forth in reasonable detail the nature of subclause (ii) above shall not apply if such breach. (c) The Terminating Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement Breach is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000Section 9.1.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a), Section 9.2(b) would not be satisfied or Section 9.2(c) impossible and such breach shall cannot be cured within the earlier or, if such breach is capable of the Outside Closing Date and being cured, such breach is not cured by thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); (iii) the SEC determines that Parent is precluded from closing the transactions contemplated pursuant to this Agreement under the terms of the Prospectus and such determination cannot be cured within forty-five (45) days by Parent and/or the Company using best commercial efforts; or (iv) if the Company fails to cooperate with Parent to address and resolve any SEC comments to Parent’s filings with the SEC that relate exclusively to the Company or matters for which the Company is exclusively responsible and thereafter any such comment is not resolved by Parent and/or the Company to the satisfaction of the SEC within sixty (60) days of the receipt of such comment; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) would not be satisfied or Section 9.3(c) impossible; and (ii) such breach shall cannot be cured within the earlier of the Outside Closing Date and or is not cured by thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The breach ; provided, however that Company may terminate is not then in breach of this Agreement if, at so as to prevent the Special Meeting (including any adjournments thereofconditions to Closing set forth in Section 9.2(a), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, Section 9.2(b) or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporationSection 9.2(c) from being satisfied. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the The Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateDate by giving written notice to the Company, without prejudice to any rights or obligations Parent and the Purchaser may have, if the Company or the Seller Stockholders shall have materially breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that the conditions Date, which would result in a failure of a condition set forth in Section 9.2(a10.2(a) would not or Section 10.2(b) to be satisfied and such breach shall cannot be cured within by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller Stockholders’ Representative, as the case may be, of a written notice describing in reasonable detail the nature of such breach; provided, however, that, the Purchaser shall not have the right to terminate this Agreement pursuant to this Section 12.2(a) if the Purchaser is then in material breach of any representation, warranty, agreement or covenant hereunder. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingClosing Date by giving written notice to the Purchaser, without prejudice to any rights or obligations the Company or the Seller may have, if Parent or the Purchaser shall have materially breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing such that the conditions Date, which would result in a failure of a condition set forth in Section 9.3(a10.3(a) would not to be satisfied and such breach shall cannot be cured within by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent the Purchaser of a written notice describing in reasonable detail the nature of such breach. (c) The ; provided, however, that, the Company may shall not have the right to terminate this Agreement if, at the Special Meeting (including any adjournments thereof), pursuant to this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (dSection 12.2(b) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or if the Company is then in material breach of any of its representationsrepresentation, warranties warranty, agreement or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000covenant hereunder.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written (email shall suffice) notice to the Company and the Seller on or prior to the Closing DateAlps Holdco, without prejudice to any rights or obligations Parent and Purchaser may have: (i) at any time prior to the Closing Date if (x) Alps Holdco, if the Company Pubco or the Seller Merger Sub shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a10.2(a) would not be satisfied or 10.2(c) impossible; and (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller Alps Holdco of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) at any time prior to the Closing Date if there shall have been any Effect in respect of the Alps Holdco Group, that individually, or together with any other Effect since the date of this Agreement, has had or would reasonably be expected to have a Material Adverse Effect in respect of the Alps Holdco Group as a whole which is uncurable or is not cured within thirty (30) days following the date such Effect initially happened; or (iii) at any time after the Alps Holdco Shareholder Written Consent Deadline if Alps Holdco has not previously received the Alps Holdco Shareholder Approval (provided, that upon Alps Holdco receiving the Alps Holdco Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (iii)). (b) The Company and the Seller Alps Holdco may terminate this Agreement by giving prior written (email shall suffice) notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller Alps Holdco may have, if at any time prior to the Closing Date, if: (i) (x) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a10.3(a) would not be satisfied or 10.3(b) impossible; and (y) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from Alps Holdco describing in reasonable detail the nature of such breach. ; or (cii) The Company may terminate this Agreement ifthere shall have been any Effect in respect of Parent, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporationthat individually, or together with any other Effect since the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as has had or would reasonably be expected to have a result Material Adverse Effect in respect of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000which is uncurable and continuing.

Termination Upon Default. (a) Parent and the The Purchaser Parties may terminate this Agreement by giving notice to the Company and the Seller Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent and the Purchaser Parties may have, if the Company or the Seller Group shall have materially breached any representation of its representations, warranties, agreements or warranty or breached any agreement or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing such that Date or this Agreement, the conditions set forth in Section 9.2(a) would not Plan of Acquisition Merger or the transactions contemplated hereby fail to be satisfied authorized or approved by the shareholders of the Company and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by the Company or the Seller Group of a notice describing in reasonable detail the nature of such breach. For avoidance of doubt and notwithstanding anything herein to the contrary, any breach of Sections 8.5, 8.6, 8.7 and 9.7 shall constitute a material breach of this Agreement. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the Closingany Purchaser Party, without prejudice to any rights or obligations the Company or the Seller Group may have, if Parent or the any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing such that the conditions set forth in Section 9.3(a) would not be satisfied Date and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by Parent such Purchaser Party(s) of a notice describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Personpursuant to Section 13.2 hereof , in accordance with the provisions breaching party shall be obligated to pay the non-breaching party a break-up fee of US$2,000,000 (the “Break-up Fee”), promptly after termination of this Agreement, for any reason other than as a result of Agreement by the non-breaching party. The Company and the Purchaser Parties acknowledge and agree that (i) the Break-up Fee is a breach or nonfulfillment fair and reasonable estimate of the actual damages suffered by Seller or the Company of any of its representationsnon-breaching party, warranties or covenants contained in this Agreement or which amount would otherwise be impossible to calculate with precision, (ii) the failure Break-up Fee constitutes liquidated damages hereunder and is not intended to obtain be a penalty, and (iii) the Parent Stockholder Approval at Break-up Fee shall be the Special Meeting or otherwise (unless sole and exclusive aggregate remedy available to all the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of non-breaching parties and their Affiliates against the breaching party and its representationsAffiliates hereunder; provided, warranties or covenants contained however, that the limitations set forth in this Agreement)Section 13.2(c)(iii) shall not apply to the liabilities arising from any Fraud Claim against the breaching party. For the avoidance of doubt, Parent shall promptly (but in no the event of the force majeure such as the SEC holds the clearance of the Registration Statement for more than 60 days following six months from the filing of such terminationRegistration Statement or the SEC’s proposed rules amendment on Special Purpose Acquisition Companies dated March 30, 2022 (Release No., 33-11048; IC-34549) pay the Company the amount of $200,000becomes effective, this clause shall not apply.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, if (A) at any time prior to the Closing Date, if: (i) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.2(a) would not be satisfied or 9.2(b) impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement or (B) at any time after the Company Shareholder Approval Deadline if the Company has not previously received the Company Shareholder Approval (provided, that upon the Company receiving the Company Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (B)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if at any time prior to the Closing Date, if: (i) Parent or the Purchaser shall have breached any of its covenantsrepresentation, agreementswarranty, representations, and warranties agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a) would not be satisfied or 9.3(b) impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if; provided, at the Special Meeting (including any adjournments thereof)however, this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company is not then in material breach of any of its representations, warranties warranties, covenants or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants agreements contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or at any time prior to the Closing DateClosing, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, if if: (i) (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed prior to Closing such that which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.2(a10.2 impossible and (y) would not be satisfied and such breach shall cannot be cured within or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline (provided that Parent shall not be permitted to terminate this Agreement under this Section 13.2(a)(ii) at any time (A) prior to the Company Stockholder Written Consent Deadline or (B) after such evidence has been delivered to Parent). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or at any time prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing such that herein, which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.3(a10.3 impossible; and (ii) would not be satisfied and such breach shall cannot be cured within or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company, without prejudice to any rights or obligations any Parent Party may have: (i) at any time prior to the Closing Date if the Company and the Seller shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, without prejudice which has rendered or would reasonably be expected to render the satisfaction of any rights or obligations Parent and Purchaser may have, if the Company or the Seller shall have breached any representation or warranty or breached any agreement or covenant contained herein to be performed prior to Closing such that of the conditions set forth in Section 9.2(a10.2(a) would not be or 10.2(b) incapable of being satisfied and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided that, upon the Company’s receipt of the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a10.3(a) would not be or 10.3(b) incapable of being satisfied and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or at any time prior to the Closing DateClosing, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, if if: (i) (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed prior to Closing such that the conditions set forth in Section 9.2(a) 9.2 would not be satisfied and (y) such breach shall cannot be cured, the Company is not promptly using reasonable best efforts to cure such breach or such breach is not be cured within by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; or (ii) evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline (provided that Parent shall not be permitted to terminate this Agreement under this Section 10.2(a)(ii) at any time (A) prior to the Company Stockholder Written Consent Deadline or (B) after such evidence has been delivered to Parent). (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or at any time prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing herein, such that the conditions set forth in Section 9.3(a) 9.3 would not be satisfied satisfied; and (ii) such breach shall cannot be cured, Parent is not promptly using reasonable best efforts to cure such breach or such breach is not be cured within by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written notice to the Company and the Seller on or at any time prior to the Closing DateClosing, without prejudice to any rights or obligations Parent and Purchaser Parent, Merger Sub or Merger Sub II may have, if if: (i) (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed prior to Closing such that which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.2(a9.2 impossible and (y) would not be satisfied and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline in accordance with Section 7.2(a); or (iii) the Company has not delivered to Parent the PCAOB Financial Statements by June 15, 2023; or (iv) the PCAOB Financial Statements reflect a material deterioration in the Company’s financial condition as compared to the Financial Statements, in the reasonable discretion of Parent. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or at any time prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing such that herein, which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.3(a9.3 impossible; and (ii) would not be satisfied and such breach shall cannot be cured within or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company Parent may terminate this Agreement if, at by giving written notice to the Special Meeting (including any adjournments thereof), this Agreement and Company if the transactions contemplated thereby shall fail to be approved and adopted Company Stockholder Written Consent is not obtained by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporationCompany Stockholder Written Consent Deadline. (d) In the event that At any time prior to obtaining Parent Stockholder Approval, Parent may terminate this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or giving written notice to the Company of any of in order for Parent to enter into a definitive agreement with respect to a Superior Proposal, provided that Parent has otherwise complied with its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreementobligations under Section 6.2(b), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the The Purchaser Parties may terminate this Agreement by giving notice to the Company and the Seller Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent and the Purchaser Parties may have, if the Company or the Seller Group shall have materially breached any representation of its representations, warranties, agreements or warranty or breached any agreement or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing such that Date or this Agreement, the conditions set forth in Section 9.2(a) would not Plan of Acquisition Merger or the transactions contemplated hereby fail to be satisfied authorized or approved by the shareholders of the Company and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by the Company or the Seller Group of a notice describing in reasonable detail the nature of such breach. For avoidance of doubt and notwithstanding anything herein to the contrary, if the Company Group shall have failed to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements by May 31, 2025 and such breach shall not be cured within thirty (30) days following receipt by the Company Group of a notice describing such breach, such breach shall constitute a material breach of this Agreement. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the Closingany Purchaser Party, without prejudice to any rights or obligations the Company or the Seller Group may have, if Parent or the any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing such that the conditions set forth in Section 9.3(a) would not be satisfied Date and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by Parent such Purchaser Party(s) of a notice describing in reasonable detail the nature of such breach. (c) The Company may If either party causes a delay in the business combination process after the signing of this Agreement that exceeds six (6) months, the other party shall have the right to terminate this Agreement ifAgreement. For the avoidance of doubt, at any delay resulting from regulatory, policy, or governmental approvals or filings, including but not limited to approvals or filings with the Special Meeting (including any adjournments thereof)SEC or the CSRC, this Agreement and in connection with the transactions contemplated thereby herein, shall fail not be deemed attributable to be approved either party. However, this exclusion shall not apply to delays caused by a party’s failure to submit any necessary or required documents to the relevant regulatory or governmental authorities in a timely and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporationcomplete manner. (d) In the event that this Agreement is terminated by any Personpursuant to Section 13.2 hereof, in accordance with the provisions breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of $1,500,000 (the “Break-up Fee”), within two (2) business days after termination of this Agreement, for any reason other than as a result of Agreement by the non-breaching party or non-delaying party. The Company and the Purchaser Parties acknowledge and agree that (i) the Break-up Fee is a breach or nonfulfillment fair and reasonable estimate of the actual damages suffered by Seller or the Company of any of its representationsnon-breaching party, warranties or covenants contained in this Agreement or which amount would otherwise be impossible to calculate with precision, (ii) the failure Break-up Fee constitutes liquidated damages hereunder and is not intended to obtain be a penalty, and (iii) the Parent Stockholder Approval at Break-Up Fee shall be the Special Meeting sole and exclusive remedy available to the non-breaching party or otherwise (unless non-delaying party and their respective Affiliates against the failure to obtain such approval resulted from a breach by Parent breaching party or Purchaser of any of its representationsdelaying party and their respective Affiliates under this Agreement; provided, warranties or covenants contained however, that the limitations set forth in this Agreement), Parent Section 13.2(d)(iii) shall promptly (but in no event more than 60 days following such termination) pay not apply to the Company liabilities arising from any Fraud Claim against the amount of $200,000breaching party or the delaying party.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, : (i) at any time prior to the Closing Date if (w) (1) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section Sections 9.2(a), 9.2(b), 9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) would not be satisfied or 9.2(p); and (2) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breachbreach and, at the option of Parent, reasonably documented Parent Transactions Expenses with respect thereto; (x) at any time after the Company Stockholder Written Consent Deadline if the Company has not previously received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (x)); or (y) the Company shall have taken or omitted to take any action the taking or omission of which is the cause of the occurrence on or after the date hereof of a Material Adverse Effect with respect to the Company; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered unsatisfied or would reasonably be expected to render unsatisfied any of the conditions set forth in Section 9.3(a), Section 9.3(b) would not be satisfied or Section 9.3(c); and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty five (305) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The ; provided, however that Company may terminate is not then in breach of this Agreement if, at so as to prevent the Special Meeting (including any adjournments thereofconditions to Closing set forth in Sections 9.2(a), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement9.2(b), Parent shall promptly (but in no event more than 60 days following such termination9.2(c), 9.2(g), 9.2(j), 9.2(l), 9.2(m) pay the Company the amount of $200,000or 9.2(p), from being satisfied.

Termination Upon Default. (a) Parent and Alternatively, at the Purchaser may terminate this Agreement by giving notice to the Company and the Seller on or prior to the Closing Date, without prejudice to any rights or obligations Parent and Purchaser may haveCustomer's option, if the Company ESCO has not cured such default or the Seller shall have breached any representation or warranty or breached any agreement or covenant contained herein to be performed prior to Closing such that the conditions set forth in Section 9.2(a) would not be satisfied and such breach shall not be cured failure within the earlier of the Outside Closing Date and thirty (30) days following from receipt of the Customer's notice, Customer may terminate the Contract and take possession of the area at the Site affected by the Company Work and remove all materials, equipment, tools and construction equipment and machinery thereon owned by the ESCO (or require the Seller of a notice describing in reasonable detail ESCO to immediately remove all such materials, equipment, tools and construction equipment and machinery from the Site) and the Customer may finish (or cause another contractor to finish) the Work by whatever method the Customer may deem expedient. However, if the nature of the default or failure is such breach. that it cannot with due diligence be cured by the ESCO within thirty (b30) The Company days, and the Seller may terminate this Agreement by giving prior written notice to Parent on ESCO has diligently prosecuted the cure of such default or prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, if Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing such that the conditions set forth in Section 9.3(a) would not be satisfied and such breach shall not be cured failure within the earlier of the Outside Closing Date and said thirty (30) days and thereafter diligently prosecutes such cure until the default or failure is remedied, the Customer may agree, which agreement shall not be unreasonably withheld or delayed, in good faith to extend such thirty (30) day period by such additional time period as may be reasonably required by the ESCO to cure such default or failure. After termination by the Customer pursuant to this Section 13.2, the ESCO shall not be entitled to any further payment under this Contract, except to the extent of any amount by which the value of the Work completed prior to such termination and not previously paid for by the Customer exceeds the amount due by the ESCO to the Customer under this Section (including all damages that the Customer would be entitled to recover at law from the ESCO by reason of the ESCO’s breach), and even then only at such time as the Work is finally completed by the Customer. If the unpaid balance of the Contract Sum exceeds the cost of finishing the Work, including compensation for any consultant’s or architect's services and expenses made necessary thereby (including, without limitation, the Customer's reasonable attorney's fees and costs), such excess shall be paid to the ESCO following receipt completion of the Work by Parent the Customer, but if such cost exceeds such unpaid balance, the ESCO shall pay the difference to the Customer. The Customer shall not be responsible to the ESCO for any loss of anticipated profits on Work not performed on account of a notice describing in reasonable detail the nature of such breachtermination under this Section. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement at any time prior to Closing by giving notice to the Company and if: (i)(A) the Seller Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, without prejudice which has rendered or would reasonably be expected to render the satisfaction of any rights or obligations Parent and Purchaser may have, if the Company or the Seller shall have breached any representation or warranty or breached any agreement or covenant contained herein to be performed prior to Closing such that of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(m) would not be satisfied impossible and (B) such breach shall cannot be cured within or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breachbreach or (2) the Outside Termination Date; (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); or (iii) the Company has failed to comply with its covenants under Section 7.5 in the time period required by such provision; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied. (b) The Company and the Seller may terminate this Agreement at any time prior to Closing by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: Parent or the Purchaser Merger sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) would not be satisfied or Section 9.3(c) impossible, and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure Outside Termination Date; provided, however that Company is not then in breach of this Agreement so as to obtain prevent the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure conditions to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained Closing set forth in this AgreementSection 9.2(a), Parent shall promptly (but in no event more than 60 days following such terminationSection 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(l) pay the Company the amount of $200,000from being satisfied.

Termination Upon Default. (a) Parent and the The Purchaser Parties may terminate this Agreement by giving notice to the Company and the Seller Group on or prior to the Closing Date, without prejudice to any rights or obligations Parent and the Purchaser Parties may have, if the Company or the Seller Group shall have materially breached any representation of its representations, warranties, agreements or warranty or breached any agreement or covenant covenants contained herein or in any Additional Agreement to be performed on or prior to the Closing such that Date or this Agreement, the conditions set forth in Section 9.2(a) would not Plan of Acquisition Merger or the transactions contemplated hereby fail to be satisfied authorized or approved by the shareholders of the Company and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by the Company or the Seller Group of a notice describing in reasonable detail the nature of such breach. For avoidance of doubt and notwithstanding anything herein to the contrary, if the Company Group shall have failed to deliver the Audited Financial Statements and the Interim U.S. GAAP Financial Statements by August 31, 2025 and such breach shall not be cured within fourteen (14) days following receipt by the Company Group of a notice describing such breach, such breach shall constitute a material breach of this Agreement. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the Closingany Purchaser Party, without prejudice to any rights or obligations the Company or the Seller Group may have, if Parent or the any Purchaser Party shall have materially breached any of its covenants, agreements, representations, and warranties contained herein or in any Additional Agreement to be performed on or prior to the Closing such that the conditions set forth in Section 9.3(a) would not be satisfied Date and such breach shall not be cured within the earlier of the Outside Closing Date and thirty fifteen (3015) days following receipt by Parent such Purchaser Party(s) of a notice describing in reasonable detail the nature of such breach. (c) The Company may If either party causes a delay in the business combination process after the signing of this Agreement that exceeds six (6) months, the other party shall have the right to terminate this Agreement ifAgreement. For the avoidance of doubt, at any delay resulting from regulatory, policy, or governmental approvals or filings, including but not limited to approvals or filings with the Special Meeting (including any adjournments thereof)SEC or the CSRC, this Agreement and in connection with the transactions contemplated thereby herein, shall fail not be deemed attributable to be approved either party. However, this exclusion shall not apply to delays caused by a party’s failure to submit any necessary or required documents to the relevant regulatory or governmental authorities in a timely and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporationcomplete manner. (d) In the event that this Agreement is terminated by any Personpursuant to Section 13.2 hereof, in accordance with the provisions breaching party or the delaying party shall be obligated to pay the non-breaching party or non-delaying party a break-up fee of $500,000 (the “Break-up Fee”), within five (5) business days after termination of this Agreement, for any reason other than as a result of Agreement by the non-breaching party or non-delaying party. The Company and the Purchaser Parties acknowledge and agree that (i) the Break-up Fee is a breach or nonfulfillment fair and reasonable estimate of the actual damages suffered by Seller or the Company of any of its representationsnon-breaching party, warranties or covenants contained in this Agreement or which amount would otherwise be impossible to calculate with precision, (ii) the failure Break-up Fee constitutes liquidated damages hereunder and is not intended to obtain be a penalty, and (iii) the Parent Stockholder Approval at Break-Up Fee shall be the Special Meeting sole and exclusive remedy available to the non-breaching party or otherwise (unless non-delaying party and their respective Affiliates against the failure to obtain such approval resulted from a breach by Parent breaching party or Purchaser of any of its representationsdelaying party and their respective Affiliates under this Agreement; provided, warranties or covenants contained however, that the limitations set forth in this Agreement), Parent Section 13.2(d)(iii) shall promptly (but in no event more than 60 days following such termination) pay not apply to the Company liabilities arising from any Fraud Claim against the amount of $200,000breaching party or the delaying party.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement at any time prior to Closing by giving notice to the Company and if: (i)(A) the Seller Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, without prejudice which has rendered or would reasonably be expected to render the satisfaction of any rights or obligations Parent and Purchaser may have, if the Company or the Seller shall have breached any representation or warranty or breached any agreement or covenant contained herein to be performed prior to Closing such that of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(l) would not be satisfied or Section 9.2(m) impossible and (B) such breach shall cannot be cured within or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breachbreach or (2) the Outside Termination Date; or (ii) at any time after the G3 Stockholder Written Consent Deadline if the Company has not received the G3 Stockholder Approval (provided, that upon the Company receiving the G3 Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b), Section 9.3(c) or Section 9.3(d) from being satisfied. (b) The Company and the Seller may terminate this Agreement at any time prior to Closing by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: Parent or the Purchaser Merger Sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b), Section 9.3(c) would not be satisfied or Section 9.3(d) impossible, and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure Outside Termination Date; provided, however that the Company is not then in breach of this Agreement so as to obtain prevent the Parent Stockholder Approval at conditions to the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained Closing set forth in this AgreementSection 9.2(a), Parent shall promptly (but in no event more than 60 days following such terminationSection 9.2(b), Section 9.2(c), Section 9.2(d), Section 9.2(l) pay the Company the amount of $200,000or Section 9.2(m) from being satisfied.

Termination Upon Default. (ai) Parent If Seller shall have made any intentionally and materially incorrect or intentionally and materially inaccurate statement in any of the Purchaser representations and warranties of Seller set forth in §3(a), §3(b), §3(d)(i), §3(d)(ii), §3(d)(iii), §3(g), §3(h), §3(i) and §3(q), or Seller shall have failed to perform and comply with all of its covenants hereunder in any material respects, on, before, or through the Closing, Buyer may terminate this Agreement by giving written notice to Seller and Seller shall pay to Buyer as allowed administrative expense claims pursuant to §503 of the Company Bankruptcy Code Buyer’s actual out-of-pocket expenses (including without limitation, reasonable attorneys’ fees and expenses) incurred in connection with this Agreement from and after the date that the bidding procedures set forth in the Plan of Reorganization are sent to prospective bidders up to $500,000 , and the Seller on Deposit plus any accrued interest thereon will be returned to Buyer. It is agreed that Buyer has no adequate remedy at law for breach of this Agreement by Seller, and Buyer may pursue any and all remedies, at law or prior to the Closing Datein equity, without prejudice to any rights or obligations Parent for such breach, including specific performance and Purchaser may have, if the Company or the Seller shall have breached any representation or warranty or breached any agreement or covenant contained herein to be performed prior to Closing such that injunction. (ii) If either (x) the conditions set forth in Section 9.2(a§7(b)(iii) would or (iv) are not be satisfied and such breach shall not be cured within met on or before the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a notice describing in reasonable detail the nature of has not waived such breach. , or (by) The Company all conditions set forth in §7(a) have been met and the Closing Date fails to occur due to Buyer’s failure to close, then Seller may terminate this Agreement by giving prior written notice to Parent on or prior Buyer and the Deposit shall be paid to the Closing, without prejudice to Seller as liquidated damages and settlement in full of any rights or obligations the Company or the claims Seller may have, if Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing such against Buyer hereunder. Both parties agree that the conditions set forth in Section 9.3(a) damages that would not be satisfied and caused to Seller upon such breach shall not be cured within the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a notice describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser a Buyer would be uncertain and very difficult to ascertain. Buyer and Seller have therefore negotiated and agreed that the Deposit shall serve as an amount of any of its representationsliquidated damages, warranties or covenants contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company and they agree that the amount of $200,000the Deposit is reasonable and not greatly disproportionate to the loss that might be caused by such a situation Buyer and Seller agree, each with the advice of counsel, that the amount of the Deposit is enforceable liquidated damages and not an unenforceable penalty.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written notice to the Company and the Seller on or at any time prior to the Closing DateClosing, without prejudice to any rights or obligations Parent and Purchaser or Merger Sub may have, if if: (i) (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed prior to Closing such that which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.2(a9.2 impossible and (y) would not be satisfied and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach; (ii) evidence that the Company Stockholder Written Consent was obtained is not delivered to Parent by the Company Stockholder Written Consent Deadline in accordance with Section 7.2(a); or (iii) the Company has not delivered to Parent the PCAOB Financial Statements by May 31, 2024; (iv) the PCAOB Financial Statements reflect a material deterioration in the Company’s financial condition as compared to the Financial Statements, in the reasonable discretion of Parent, (v) Parent, in its sole discretion, is not satisfied with the results of its due diligence investigation of the Company, or (vi) Parent is unable, without unreasonable effort, expense, or delay, to obtain the Fairness Opinion. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or at any time prior to the Closing, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed prior to Closing such that herein, which has rendered or would render the satisfaction of any of the conditions set forth in Section 9.3(a9.3 impossible; and (ii) would not be satisfied and such breach shall cannot be cured within or is not be cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company At any time prior to obtaining Parent Stockholder Approval, Parent may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail by giving written notice to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of in order for Parent to enter into a definitive agreement with respect to a Superior Proposal, provided that Parent has otherwise complied with its representations, warranties or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained in this Agreementobligations under Section 6.2(b), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement at any time prior to Closing by giving notice to the Company and if: (i)(A) the Seller Company shall have breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing Date, without prejudice which has rendered or would reasonably be expected to render the satisfaction of any rights or obligations Parent and Purchaser may have, if the Company or the Seller shall have breached any representation or warranty or breached any agreement or covenant contained herein to be performed prior to Closing such that of the conditions set forth in Section 9.2(a), Section 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(m) would not be satisfied impossible and (B) such breach shall cannot be cured within or, if such breach is capable of being cured, such breach is not cured by the earlier of the Outside Closing Date and thirty (301) 30 days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breachbreach or (2) the Outside Termination Date; (ii) at any time after the Company Stockholder Written Consent Deadline if the Company has not received the Company Stockholder Approval (provided, that upon the Company receiving the Company Stockholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); or (iii) the Company has failed to comply with its covenants under Section 7.5 in the time period required by such provision; provided, however that no Parent Party is then in breach of this Agreement so as to prevent the conditions to Closing set forth in Section 9.3(a), Section 9.3(b) or Section 9.3(c) from being satisfied. (b) The Company and the Seller may terminate this Agreement at any time prior to Closing by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: Parent or the Purchaser Merger sub shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or would reasonably be expected to render the satisfaction of any of the conditions set forth in Section 9.3(a), Section 9.3(b) would not be satisfied or Section 9.3(c) impossible, and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30i) 30 days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof), this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporation, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company of any of its representations, warranties or covenants contained in this Agreement or (ii) the failure Outside Termination Date; provided, however that Company is not then in breach of this Agreement so as to obtain prevent the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure conditions to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants contained Closing set forth in this AgreementSection 9.2(a), Parent shall promptly (but in no event more than 60 days following such terminationSection 9.2(b), Section 9.2(c), Section 9.2(l), or Section 9.2(m) pay the Company the amount of $200,000from being satisfied.

Termination Upon Default. (a) Parent and the Purchaser may terminate this Agreement by giving written notice to the Company and the Seller on or prior to the Closing DateCompany, without prejudice to any rights or obligations Parent and Purchaser Parent, Acquirer or Merger Sub may have, : (i) at any time prior to the Closing Date if (x) the Company or the Seller shall have breached any representation or warranty or breached any representation, warranty, agreement or covenant contained herein to be performed on or prior to the Closing such that the conditions set forth in Section 9.2(aDate; and (y) would not be satisfied and such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by the Company or the Seller of a written notice from Parent describing in reasonable detail the nature of such breach, provided, however, that Parent is not then in material breach of any of its representations, warranties, covenants or agreements contained in this Agreement; (ii) at any time after the Company Shareholder Approval Deadline if the Company has not previously received the Company Shareholder Approval (provided, that upon the Company receiving the Company Shareholder Approval, Parent shall no longer have any right to terminate this Agreement under this clause (ii)); or (iii) the Acquisition Merger does not close before April 27, 2025. (b) The Company and the Seller may terminate this Agreement by giving prior written notice to Parent on or prior to the ClosingParent, without prejudice to any rights or obligations the Company or the Seller may have, if if: (i) Parent or the Purchaser shall have breached any of its covenants, agreements, representations, and warranties contained herein to be performed on or prior to the Closing such that Date, which has rendered or reasonably would render the satisfaction of any of the conditions set forth in Section 9.3(a10.3(a) would not be satisfied or 10.3(b) impossible; and (ii) such breach shall cannot be cured within or is not cured by the earlier of the Outside Closing Date and thirty (30) days following receipt by Parent of a written notice from the Company describing in reasonable detail the nature of such breach. (c) The Company may terminate this Agreement if, at the Special Meeting (including any adjournments thereof)provided, this Agreement and the transactions contemplated thereby shall fail to be approved and adopted by the affirmative vote of the holders of Parent Common Stock required under Parent’s certificate of incorporationhowever, or the holders of 20% or more of the number of shares of Parent Common Stock issued in Parent’s initial public offering and outstanding as of the record date of the Special Meeting exercise their rights to redeem the shares of Parent Common Stock held by them for cash in accordance with Parent’s certificate of incorporation. (d) In the event that this Agreement is terminated by any Person, in accordance with the provisions of this Agreement, for any reason other than as a result of (i) a breach or nonfulfillment by Seller or the Company is not then in material breach of any of its representations, warranties warranties, covenants or covenants contained in this Agreement or (ii) the failure to obtain the Parent Stockholder Approval at the Special Meeting or otherwise (unless the failure to obtain such approval resulted from a breach by Parent or Purchaser of any of its representations, warranties or covenants agreements contained in this Agreement), Parent shall promptly (but in no event more than 60 days following such termination) pay the Company the amount of $200,000.