Amendment to the Business Combination Agreement. Section 10.01(b) of the Business Combination Agreement is hereby amended and restated to read in full as follows:
Amendment to the Business Combination Agreement. (a) Section 7.1(d) of the Business Combination Agreement is hereby deleted and replaced with the following: “by either SportsMap or the Company, if the transactions contemplated by this Agreement shall not have been consummated on or prior to December 20, 2023 (the “Termination Date”); provided that (i) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to SportsMap if any SportsMap Party’s breach of any of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date, and (ii) the right to terminate this Agreement pursuant to this Section 7.1(d) shall not be available to the Company if the Company’s breach of its covenants or obligations under this Agreement shall have proximately caused the failure to consummate the transactions contemplated by this Agreement on or before the Termination Date;”
Amendment to the Business Combination Agreement. (a)Amended and Restated the Definition of “Available Cash” in Section 1.01(b). The definition of “Available Cash” in Section 1.01(b) of the Business Combination Agreement is hereby amended and restated in its entirety as follows:
Amendment to the Business Combination Agreement. The first sentence of Section 7.17(a) of the Business Combination Agreement is hereby amended and restated in its entirety as follows: Upon the Effective Time, the BCAC Board and the board of directors of the Surviving Corporation shall consist of eight (8) members, which shall consist of (i) seven (7) members to be selected by the Company and (ii) one (1) member to be selected by BCAC (it being understood that such members have the necessary skills and credentials to be members of a board of directors of a publicly traded company, a majority of the board shall be considered “independent” under the Stock Exchange requirements and that at least one (1) member shall meet the audit committee financial expert requirement).
Amendment to the Business Combination Agreement. (a) Amended and Restated the Definition of “
Amendment to the Business Combination Agreement. 1. Amend and Restate the definition “Indebtedness”. The definition “
Amendment to the Business Combination Agreement. 1. Delete Section 6.1(g). Section 6.1(g) of the Business Combination Agreement is hereby deleted.
Amendment to the Business Combination Agreement. (a) Section 9.1(b) of the Business Combination Agreement is hereby amended and restated in its entirety as follows: “(b) (i) by either SPAC or the Company if the Closing shall not have occurred by January 18, 2024 (the “Outside Date”); provided, however, that the right to terminate this Agreement under this Section 9.1(b)(i) shall not be available to any Party whose action or failure to act has been a principal cause of or resulted in the failure of the Closing to occur on or before such date and such action or failure to act constitutes a breach of this Agreement or (ii) notwithstanding anything to the contrary, prior to the occurrence of a Qualifying PIPE Agreement, by the Company in order to concurrently enter into a merger agreement, purchase agreement, subscription agreement, or similar definitive document or agreement with respect to any Company Business Combination;”
Amendment to the Business Combination Agreement. 1. Amend and Restate the definition “Alvarium Closing Cash Adjustment”. The definition “
Amendment to the Business Combination Agreement. 1. Amend Exhibit F: Form of Registration Rights and Lock-up Agreement. The Business Combination Agreement is hereby amended by replacing Exhibit F attached thereto in its entirety with Exhibit A attached hereto.
