Common use of Consents and Requisite Governmental Approvals; No Violations Clause in Contracts

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries with respect to the execution, delivery or performance of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaq, (ii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iii) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9, or (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries an Atlas Party with respect to the such Atlas Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary the Atlas New Class A Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, (iiiv) the filing of the Merger Documents under Certificate of Merger, (v) the applicable law filing of the Cayman IslandsPost-Closing Atlas Certificate of Incorporation, (iiivi) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vii) the Atlas Stockholder Approval or (ivviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholehave an Atlas Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries an Longview Party with respect to the such Longview Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a), 15(d) or 16 of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq the NYSE to permit TopCo Ordinary Shares the Longview Common Stock to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqthe NYSE, (iiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iiiv) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the Longview Stockholder Approval or (ivvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholehave an Longview Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries SPAC with respect to the executionSPAC’s execution or delivery of, delivery or performance of the its obligations of FCBunder, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable requirements, if any, of the Federal Securities Laws, and (C) such filings with and approvals reports under Section 13(a) or 15(d) of Nasdaq to permit TopCo Ordinary Shares to the Exchange Act as may be issued required in accordance connection with this Agreement to be listed on NasdaqAgreement, the Ancillary Documents or the Transactions, (ii) filing of compliance with and filings or notifications required to be filed with state securities regulators pursuant to “blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Merger Documents under Ancillary Documents, or the applicable law of the Cayman IslandsTransactions, (iii) filing of the Plan of Merger and related documentation as required under the Companies Act, (iv) filings or approvals and consents to be obtained by Merger Sub pursuant to Section 6.9any applicable Antitrust Laws (or any investment laws or laws that provide for review of national security or defense matters), (v) the SPAC Shareholder Approval, or (ivvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected prevent, materially delay or materially impair the ability of SPAC to be, individually or in consummate the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeTransactions.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of FCB, BP, Bridgeburg TopCo or any of their respective Subsidiaries Merger Sub with respect to the TopCo’s and Merger Sub’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary other Transactions Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Transaction Documents, except for (i) the approval of the Financial Conduct Authority (UK) to TopCo (and each other person who, on Closing, becomes a “controller” of Wiggle Limited and Chain Reaction Cycles Retail Limited (the “Regulated Companies”)) holding an indirect controlling interest in the Regulated Companies, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Documents or the transactions contemplated by hereby or thereby, (iii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iiiv) filing of the Merger Documents under the applicable law of the Cayman Islands, (iiiv) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.97.06, or (ivvi) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby Company and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective its Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration declaration, filing with or filing withnotification to, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries SPAC with respect to the SPAC’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthis Agreement, except for (i) such filings compliance with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqfilings and Consents under the HSR Act, if any, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the Merger Documents under effectiveness thereof by the SEC, (B) any other documents or information required pursuant to applicable law requirements, if any, of the Cayman IslandsFederal Securities Laws, and (C) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iii) the approvals compliance with and consents filings or notifications required to be obtained by Merger Sub filed with state securities regulators pursuant to Section 6.9“blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iv) receipt of the ISA Exemptions, (v) filing of the Plan of Merger with the Registrar of Companies of the Cayman Islands and all such other notices or filings required under the Cayman Companies Law with respect to the consummation of the Merger and the issuance of the certificate of merger by the Companies Registrar, (vi) applicable requirements of and filings under the ISL or any other similar Laws, (vii) compliance and filings with the TASE, the ISA, the ITA, and the Companies Registrar, (viii) compliance with, applicable requirements of and filings under the Cayman Companies Law or any other similar Laws, (ix) the SPAC Shareholder Approval, which shall have been secured on or prior to the Merger Effective Time, or (ivx) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to benot, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a wholeSPAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries Priveterra Party with respect to the such Priveterra Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq the Listing Exchange to permit TopCo Ordinary Shares Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaqthe Listing Exchange, (iiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iiiv) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the Priveterra Stockholder Approval, or (ivvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholePriveterra Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries a JAWS Party with respect to the its execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary the JAWS Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNYSE, (iiiv) such filings and approvals required in connection with the Domestication, (v) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iiivi) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.95.8, (vii) the JAWS Shareholder Approval or (ivviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeJAWS Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries an ARYA Party with respect to the such ARYA Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) (A) the filing with the SEC of the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC, (B) the filing with the SEC, and mailing to shareholders, of a proxy statement to amend the Pre-Closing ARYA Governing Documents in order extend the time period XXXX has to consummate the transactions contemplated by this Agreement and the clearance of SEC comments in connection with such proxy statement if any are issued during the 10-day waiting period provided by Rule 14a-6(a) of the Exchange Act, and (C) the filing with the SEC of such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) compliance with the listing requirements of Nasdaq and such filings with and approvals of Nasdaq to permit TopCo Ordinary the HoldCo Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (iiiii) the filing of the Company Certificate of Merger, (iv) the filing of the ARYA Plan of Merger Documents under and the applicable law other documents referred to in Section 2.1(c)(ii) with the Registrar of Companies of the Cayman Islands, (iiiv) the approvals and consents to be obtained by HoldCo pursuant to Section 5.9, (vi) the approvals and consents to be obtained by ARYA Merger Sub pursuant to Section 6.95.10, (vii) the approvals and consents to be obtained by Company Merger Sub pursuant to Section 5.11, (viii) the ARYA Shareholder Approval or (ivix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholehave an ARYA Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg the Company or any of their respective Subsidiaries Merger Sub with respect to the Company or Merger Sub’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg the Company or such Subsidiary (as applicable) Merger Sub is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act, if applicable, or under any applicable antitrust or other competition Laws of any non-U.S. jurisdictions or any other merger control or investment laws or laws that provide for review of national security or defense matters (collectively, “Foreign and Domestic Approval Laws”), (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) the filing of (A) the Certificate of Merger and (B) any filings required under the Companies Act in connection with the Company Pre-Closing Steps or the Merger, (iv) such filings with and approvals of Nasdaq to permit TopCo Ordinary the Company Post-Closing Common Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (ii) filing of the Merger Documents under the applicable law of the Cayman Islands, (iiiv) the approvals and consents approval to be obtained by Merger Sub pursuant to Section 6.9, 5.9 or (ivvi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentExcept as set forth on Schedule 3.5, approval or authorization ofno notices to, filings with, or designationauthorizations, declaration consents or filing with, approvals of any Person or Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries with respect to (“Consents”) are necessary for the execution, delivery or performance by any Group Company of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) Group Company is or will be a party or the consummation by the Company of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (i) such filings compliance with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqfilings under the HSR Act, (ii) filing of the Merger Documents under the applicable law of the Cayman IslandsU.K. Approvals, (iii) the filing of applications under §4001.253 of the Texas Insurance Law with the Texas Department of Insurance and approvals and consents to be obtained by Merger Sub pursuant to Section 6.9or non-objections thereof, or (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not reasonably be expected to behave a Material Adverse Effect (it being agreed for purposes of this Section 3.5, individually effects resulting from the announcement of the transactions contemplated in this Agreement as set forth in clause (vii) of the definition of “Material Adverse Effect” will not be excluded in determining whether a Material Adverse Effect has occurred or would reasonably be expected to occur) and (v) those that may be required solely by reason of Buyer’s (as opposed to any other third party’s) participation in the aggregate, material to the Group Companies or the Business, taken as a wholetransactions contemplated hereby. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company of this Agreement nor or the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company is (or will be at the Closing be) a party nor the consummation by the Company of the transactions contemplated hereby and or thereby willwill (a) conflict with or result in any breach of any provision of any Group Company’s Governing Documents, directly (b) except as set forth on Schedule 3.5, conflict with, result in a violation or indirectly breach of, or cause acceleration, or constitute (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default (or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation cancellation or acceleration under, or require any consent, the provision of notice or any other action pursuant to acceleration) under any of the terms, conditions or provisions of any Contract Contract, Group Company Permit, franchise, license or instrument, (c) violate any Law applicable to which FCB, BP, Bridgeburg any Group Company or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (Dd) except as contemplated by this Agreement or with respect to Permitted Liens, result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCBany Group Company, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, which in the case of any of clauses (Bb) through (Dd) above, as would not reasonably be expected to be, individually have a material and adverse effect on the business or in the aggregate, material to the operations of any Group Companies or the Business, taken as a wholeCompany.

Consents and Requisite Governmental Approvals; No Violations. (a) No action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of FCB, BP, Bridgeburg the Company or any of their respective its Subsidiaries with respect to the Company’s execution, delivery or and performance of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or and the Ancillary other Transaction Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be a party or and the consummation of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (i) the filings and approvals set forth in Section 4.04(a) of the Company Disclosure Schedules, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iiiv) filing of the Merger Documents under the applicable law of the Cayman Islands, (iiiv) the approvals and consents to be obtained by on behalf of Merger Sub pursuant to Section 6.9, 7.06 or (ivvi) any actions, notices, consents, approvals, waiver or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby Company and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective its Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 4.3 (aand assuming all Consents referred to in such sections (or required to be disclosed in the corresponding sections of the STPK Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries necessary in connection with respect to the execution, delivery or performance by the Company of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or and the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be party or bound or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (ia) such filings compliance with and approvals filings set forth on Section 3.5 of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Company Schedules, (iib) filing compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the Required Company Shareholder Approval or (d) those the failure of which to obtain or make would not have, or be reasonably expected to have, a Company Material Adverse Effect. Except for Consents set forth on Section 3.5 of the Merger Documents under the applicable law of the Cayman IslandsCompany Schedules, (iii) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9, or (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither neither the execution, delivery or and performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company is or will be a party nor the consummation of the transactions contemplated by hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (Ai) conflict with or result in any breach of any provision of any (x) the Company’s Governing Documents of FCB, BP, Bridgeburg or (y) any of their respective Subsidiariesthe Company’s Subsidiaries Governing Documents, (Bii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellationcancelation, materially adverse amendment, materially adverse modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries Group Company is a party or any Permitsby which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute breach under, in each case, in any Ordermaterial respect, any Order or applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg any Group Company or any of their respective Subsidiaries or any of its it properties or assets are bound bound, or (Div) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities (other than Liens under applicable Securities Laws or Liens created by STPK) of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the BusinessGroup Company, except, in the case of any of clauses (Bii) through and (Div) above, as would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to the Group Companies or the Business, taken as have a wholeCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries a Sandbridge Party with respect to the such Sandbridge Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to 37 TABLE OF CONTENTS which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq the NYSE to permit TopCo Ordinary Shares the Sandbridge Common Stock to be issued to non-accredited investors in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqthe NYSE, (iiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iiiv) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.95.10 (Merger Sub Shareholder Approval), or (ivvi) the Sandbridge Stockholder Approval and (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeSandbridge Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in ‎Section 3.5 (aand assuming all Consents referred to in such Sections (or required to be disclosed in the corresponding sections of the Company Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries in connection with respect to the execution, delivery or performance of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) Acquiror Party is or will be a party to or bound by, or the consummation by such Acquiror Party of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (ia) compliance with and filings under the HSR Act, (b) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) such filings with and approvals approval of Nasdaq to permit TopCo Ordinary the Acquiror Common Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the Ancillary Documents to be listed on the Nasdaq, (iid) filing of the Certificates of Merger Documents under and the applicable law of the Cayman IslandsAcquiror Charter, (iiie) the approvals and consents to be obtained filings, notices or other actions contemplated by Merger Sub pursuant to Section 6.9, ‎Section 5.15 or (ivf) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the BusinessAcquiror Parties, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries such Acquiror Party of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries such Acquiror Party is or will be a party nor the consummation by such Acquiror Party of the transactions contemplated hereby and or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (Ai) conflict with or result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiariessuch Acquiror Party, (Bii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under, any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries such Acquiror Party is a party or by which any Permitssuch Acquiror Party or any of its properties or assets are bound, (Ciii) violate, or constitute a breach under, any Order, Order or applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries such Acquiror Party or any of its properties or assets are bound or (Div) result in the creation of any Lien upon any of the assets or properties or Equity Securities (other than any Permitted Liens) of FCBsuch Acquiror Party, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, except in the case of any of clauses (Bii) through though (Div) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the BusinessAcquiror Parties, taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries a BHAC Party with respect to the its execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq the Applicable Exchange to permit TopCo Ordinary the NewCo Class A Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqthe Applicable Exchange, (iiiv) the filing of the Merger Documents under the applicable law NewCo Certificate of the Cayman IslandsMerger, (iiiv) the consents and approvals and consents to be obtained by NewCo, Merger Sub 1 and Merger Sub 2 pursuant to Section 6.95.8, (vi) the BHAC Shareholder Approval or (ivvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeBHAC Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company with respect to the Company’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documents, except for (i) any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby or by the Ancillary Documents, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq NYSE to permit TopCo the Company Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe NYSE, (iiiv) filing of the Merger Documents under the applicable law Law of the Cayman Islands, (iiiv) such filings and approvals required in connection with the Conversion, (vi) the Required Company Shareholder Approval, (vii) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.96.11, or (ivviii) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries an AJAX Party with respect to the such AJAX Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary the Listco Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (ii) filing of the Merger Documents under the applicable law of the Cayman IslandsNYSE, (iii) such filings and approvals required in connection with the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9AJAX Reorganization, or (iv) the AJAX Shareholder Approval, (v) with respect to the adoption of the Listco Articles of Association, the affirmative vote of the holders of at least two-thirds (2/3) of the issued and outstanding Listco Shares entitled to vote and actually cast thereon voting together as a single class (it being understood and agreed that such vote shall have been obtained prior to the Merger Effective Time), (vi) the Consents set forth on Section 4.4 of the AJAX Disclosure Schedules, and (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholehave an AJAX Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent of any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries necessary in connection with respect to the execution, delivery or performance by the Company of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or and the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be party or bound or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (ia) such filings compliance with and approvals filings set forth on Section 3.5 of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Company Schedules, (iib) filing compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement or (c) those the failure of the Merger Documents under the applicable law of the Cayman Islands, (iii) the approvals and consents which to be obtained by Merger Sub pursuant to Section 6.9obtain or make would not have, or (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not be reasonably be expected to behave, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeCompany Material Adverse Effect. Neither the execution, delivery or and performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company is or will be a party nor the consummation of the transactions contemplated by hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (Ai) conflict with or result in any breach of any provision of the any Group Company’s Governing Documents of FCB, BP, Bridgeburg or any of their respective SubsidiariesDocuments, (Bii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries Group Company is a party or any Permitsby which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute breach under, in each case, in any Ordermaterial respect, any Order or applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg any Group Company or any of their respective Subsidiaries or any of its it properties or assets are bound bound, or (Div) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the BusinessGroup Company, except, in the case of any of clauses (Bii) through and (Div) above, as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a wholeCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of FCB, BP, Bridgeburg or any member of their respective Subsidiaries the Blade Group with respect to the execution, delivery or performance of the obligations of FCB, BP, Bridgeburg or by any of their respective Subsidiaries PubCo, IndiaCo, Blade India or Merger Sub of its obligations under this Agreement or the Ancillary other Transaction Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by Transactions and the Ancillary DocumentsHunch Reorganization, except for (i) compliance with and filings under the HSR Act or under any applicable antitrust or other competition Laws of any non U.S. jurisdictions (collectively, “Foreign Antitrust Laws”), (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the other Transaction Documents or the Transactions and the Hunch Reorganization, (iii) such filings with and approvals of Nasdaq the applicable Stock Exchange to permit TopCo PubCo Class A Ordinary Shares and, if applicable, PubCo Warrants to be issued in accordance with this Agreement to be listed on Nasdaqsuch Stock Exchange, (iiiv) the filing of the Certificate of Merger Documents under with the applicable law Secretary of State of the Cayman Islands, (iii) State of Delaware in accordance with the approvals DGCL and consents to be obtained by Merger Sub pursuant to Section 6.9, the DLLCA or (ivv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to beprevent, individually materially delay or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor materially impair the consummation of the transactions contemplated hereby Transactions and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeHunch Reorganization.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries Redwoods Party with respect to the such Redwoods Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq the Listing Exchange to permit TopCo Ordinary Shares Redwoods Common Stock to be issued in accordance with this Agreement to be listed on Nasdaqthe Listing Exchange, (iiiv) filing of the Certificate of Merger Documents under with the Wyoming Secretary of State in accordance with the applicable law provisions of the Cayman IslandsWBCA, (iiiv) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the Redwoods Stockholder Approval, or (ivvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeRedwoods Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries SLAM with respect to the its execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCBit is, BP, Bridgeburg or such Subsidiary (as applicable) is or will be at the Closing, a party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under the Exchange Act or the Securities Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) compliance with any applicable requirements of the Communications Act, (iv) such filings with and approvals of Nasdaq any Approved Stock Exchange to permit TopCo Ordinary the SLAM Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaqan Approved Stock Exchange, (iiv) such filings and approvals required in connection with the Domestication, (vi) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iiivii) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9SLAM Shareholder Approval, (viii) the SLAM Warrantholder Approval, or (ivix) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to benot, individually or in the aggregate, material be reasonably expected to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation SLAM Material Adverse Effect (each of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of foregoing clauses (Bi) through (D) abovex), as would not reasonably be expected to bea “SLAM Governmental Approval” and together with the Company Governmental Approvals, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole“Governmental Approvals”).

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent of any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries necessary in connection with respect to the execution, delivery or performance by the Company of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or and the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be party bound, or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (ia) such filings compliance with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqfilings under the HSR Act, (iib) compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) filing of the Certificates of Merger Documents under the applicable law of the Cayman Islands, (iii) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9, or (ivd) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the BusinessCompanies, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company is or will be a party nor the consummation of the transactions contemplated hereby and or thereby will, directly or indirectly (with or without due notice or lapse of time or both) (Ai) conflict with or result in any breach of any provision of the any Group Company’s Governing Documents of FCB, BP, Bridgeburg or any of their respective SubsidiariesDocuments, (Bii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries Group Company is a party or any Permitsby which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute breach under, in each case, in any Ordermaterial respect, any Order or applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries Group Company or any of its properties or assets are bound bound, or (Div) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the BusinessGroup Company, except, in the case of any of clauses (Bii) through (Div) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the BusinessCompanies, taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, Consent of any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries necessary in connection with respect to the execution, delivery or performance by the Company of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or and the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be party or bound or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (ia) such filings compliance with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqfilings under the HSR Act, (iib) filing of compliance with and filings under any applicable Securities Laws, including the Merger Documents under Registration Statement / Proxy Statement or (c) those for which the applicable law of the Cayman Islands, (iii) the approvals and consents failure to be obtained by Merger Sub pursuant to Section 6.9obtain or make would not have, or (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not be reasonably be expected to behave, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeCompany Material Adverse Effect. Neither the execution, delivery or and performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (Ai) conflict with or result in any breach of any provision of the any Group Company’s Governing Documents of FCB, BP, Bridgeburg or any of their respective SubsidiariesDocuments, (Bii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries Group Company is a party or any Permitsby which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute breach under, any Order, Order or applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg any Group Company or any of their respective Subsidiaries or any of its it properties or assets are bound bound, or (Div) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the BusinessGroup Company, except, in the case of any of clauses (Bii) through (Div) above, as is not and would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a wholeCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentAssuming the truth and accuracy of the representations and warranties of Buyer set forth in Section 5.3, approval or authorization of, or designation, declaration or filing with, any Governmental Entity no Consent is required on the part of FCB, BP, Bridgeburg to be made or obtained by any of their respective Subsidiaries Group Company (whether to or from any Person or Governmental Entity) in connection with respect to the execution, delivery or performance by any Group Company of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) Group Company is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) such filings to the extent necessary, compliance with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqfilings under the HSR Act, (ii) filing of compliance with and filings under any applicable securities Laws, including the Merger Documents under the applicable law of the Cayman IslandsRegistration Statement / Proxy Statement, (iii) those the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9, or (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence failure of which to obtain or make would not reasonably be expected to benot, individually or in the aggregate, reasonably be expected to have a material to impact on the Group Companies or the BusinessCompanies, taken as a whole, or materially impair or materially delay the ability of any Group Company to consummate the transactions contemplated by this Agreement or the Ancillary Documents, and (iv) those set forth on Section 3.5(a) of the Seller Schedules. Neither Except as set forth on Section 3.5(b) of the Seller Schedules, neither the execution, delivery or performance by FCB, BP, Bridgeburg or any Group Company of their respective Subsidiaries of this Agreement nor the any Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries such Group Company is or will be be, as applicable, a party nor the consummation of the transactions contemplated hereby and thereby by this Agreement or the Ancillary Documents will, directly or indirectly (with or without due notice or lapse of time or both) (Aa) conflict with or result in any breach of any provision of the any Group Company’s Governing Documents of FCB, BP, Bridgeburg or any of their respective SubsidiariesDocuments, (Bb) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any Contract to which FCBbenefits under, BPany Material Contract, Bridgeburg or Material Real Property Lease, (c) violate any Order or Law of any Governmental Entity having jurisdiction over any Group Company or any of their respective Subsidiaries is a party properties or any Permits, (C) violateassets, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (Dd) result in the creation of any Lien (other than any Permitted Liens) upon any of the assets or properties or Equity Securities of FCBany Group Company, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, which in the case of any of clauses (Bb) through (Dd) above, as would not reasonably be expected to bewould, individually or in the aggregate, reasonably be expected to have a material to impact on the Group Companies or the BusinessCompanies, taken as a whole, or materially delay the ability of any Group Company to consummate the transactions contemplated by this Agreement or the Ancillary Documents to which it is or will be a party or bound.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity or any other Person is required on the part of FCB, BP, Bridgeburg the Company or any of their respective its Subsidiaries with respect to the Company’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq NASDAQ to permit TopCo Ordinary Shares the Company Securities to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (ii) filing of the Merger Documents under the applicable law of the Cayman IslandsNASDAQ, (iii) such filings and approvals required in connection with the approvals Pre-Closing Demerger and consents to be obtained by Merger Sub pursuant to Section 6.9the Pre-Closing Reorganization, or (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material with respect to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation adoption of the transactions contemplated hereby Company Pre-IPO Articles of Association and thereby willthe Company Articles of Association, directly either (a) the passing of a special resolution of the Company at a duly convened general meeting of the Company or indirectly (with or without due notice or lapse b) the passing of time or both) a special resolution of the Company by a written resolution of the holders of Company Shares by members representing at least 75% of the total voting rights of eligible members entitled to vote on such matter (it being understood and agreed that such vote shall have been obtained prior to (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, Company Reorganization Date in the case of any the Company Pre-IPO Articles of clauses Association and (B) through (D) above, as would not reasonably be expected to be, individually or Merger Effective Time in the aggregatecase of the Company Articles of Association), material to or (C) those Consents set forth on Section 3.5 of the Group Companies or the Business, taken as a wholeCompany Disclosure Schedules.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries a Tailwind Party with respect to the such Tailwind Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq NYSE to permit TopCo Ordinary the Tailwind Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the Ancillary Documents to be listed on NasdaqNYSE, (iiiv) the filing of the Merger Documents under Certificate of Merger, (v) the applicable law filing of the Cayman IslandsPost-Closing Tailwind Certificate of Incorporation pursuant to Section 5.22(a), (iiivi) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vii) the Tailwind Stockholder Approval or (ivviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeTailwind Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 4.3 (aand assuming all Consents referred to in such sections (or required to be disclosed in the corresponding sections of the STPC Schedules) No consentare made or obtained), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries necessary in connection with respect to the execution, delivery or performance by the Company of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or and the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be party or bound or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (ia) such filings compliance with and approvals filings set forth on Section 3.5 of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Company Schedules, (iib) filing compliance with and filings under any applicable Securities Laws, including the Registration Statement / Proxy Statement, (c) the Required Company Shareholder Approval or (d) those the failure of which to obtain or make would not have, or be reasonably expected to have, a Company Material Adverse Effect. Except for Consents set forth on Section 3.5 of the Merger Documents under the applicable law of the Cayman IslandsCompany Schedules, (iii) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9, or (iv) any consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither neither the execution, delivery or and performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company is or will be a party nor the consummation of the transactions contemplated by hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (Ai) conflict with or result in any breach of any provision of any (x) the Company’s Governing Documents of FCB, BP, Bridgeburg or (y) any of their respective Subsidiariesthe Company’s Subsidiaries Governing Documents, (Bii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consentconsent, cancellationcancelation, materially adverse amendment, materially adverse modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any benefits under (A) any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries Group Company is a party or any Permitsby which it or its properties or assets are bound, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute breach under, in each case, in any Ordermaterial respect, any Order or applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg any Group Company or any of their respective Subsidiaries or any of its it properties or assets are bound bound, or (Div) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities (other than Liens under applicable Securities Laws or Liens created by STPC) of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the BusinessGroup Company, except, in the case of any of clauses (Bii) through and (Div) above, as would not reasonably be expected to benot, individually or in the aggregate, material reasonably be expected to the Group Companies or the Business, taken as have a wholeCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No action by, notice, consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity Authority is required on the part of FCB, BP, Bridgeburg the Company or any of their respective its Subsidiaries with respect to the Company’s execution, delivery or and performance of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or and the Ancillary other Transaction Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be a party or and the consummation of the transactions contemplated hereby or by the Ancillary Documentsand thereby, except for (i) the filings and approvals set forth in Section 4.04(a) of the Company Disclosure Schedules, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Transaction Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq the Stock Exchange to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Stock Exchange, (iiiv) filing of the Certificate of Merger Documents under the applicable law of the Cayman IslandsDGCL, (iiiv) the approvals and consents to be obtained by on behalf of Merger Sub pursuant to Section 6.9, 7.06 or (ivvi) any actions, notices, consents, approvals, waiver or authorizations, designations, declarations, waivers declarations or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby Company and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective its Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a whole.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval approval, waiver or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries DYNS Party with respect to the such DYNS Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) compliance with and filings under the HSR Act or any filings with or approvals or clearances from any Governmental Entities that the Parties determine (acting reasonably) are required and advisable to consummate the transactions contemplated hereby and thereby, (ii) the filing with the SEC of (A) the Registration Statement/Proxy Statement and the declaration of the effectiveness thereof by the SEC, and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq to permit TopCo Ordinary Shares Class A Common Stock to be issued in accordance with this Agreement to be listed on Nasdaq, (iiiv) filing of the Merger Documents under the applicable law Certificate of the Cayman IslandsMerger, (iiiv) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.95.9, (vi) the DYNS Stockholder Approval, or (ivvii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeDYNS Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries a SilverBox Party with respect to the its execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) compliance with and filings under the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (iii) such filings with and approvals of Nasdaq or NYSE, as applicable, to permit TopCo Ordinary Shares the shares of Pubco Common Stock to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on NasdaqNasdaq or NYSE, as applicable, (iiiv) the filing of the Merger Documents under Pubco Certificate of Merger, (v) the applicable law filing of the Cayman IslandsBlocker Certificate of Merger, (iiivi) the consents and approvals and consents to be obtained by Pubco, Merger Sub 1 and Merger Sub 2 pursuant to Section 6.95.8, (vii) the SilverBox Shareholder Approval or (ivviii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeSilverBox Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. Assuming the truth and accuracy of the representations and warranties set forth in Section 4.3 (aand assuming all Consents referred to in such sections (or required to be disclosed in the corresponding sections of the Rotor Schedules) No consentare made or obtained prior to the Closing), approval or authorization of, or designation, declaration or filing with, no Consent of any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries necessary in connection with respect to the execution, delivery or performance by the Company of the obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or and the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the Company is or will be party or bound or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (ia) such filings compliance with and approvals of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqfilings under the HSR Act, (iib) filing compliance with and filings set forth on Section 3.5 of the Merger Documents under the applicable law of the Cayman IslandsCompany Schedules, (iiic) compliance with and filings under any applicable Securities Laws, including the Proxy Statement, (d) the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9, Required Company Shareholder Approval or (ive) any consents, approvals, authorizations, designations, declarations, waivers or filings, those the absence failure of which to obtain or make would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a wholeCompany Material Adverse Effect. Neither the execution, delivery or and performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries the Company is or will be a party nor the consummation of the transactions contemplated by hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (Ai) conflict with or result in any breach of any provision of the any Group Company’s Governing Documents of FCB, BP, Bridgeburg or any of their respective SubsidiariesDocuments, (Bii) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellationcancelation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of, or the loss of any Contract to which FCB, BP, Bridgeburg or benefits under (A) any of their respective Subsidiaries is a party or any PermitsMaterial Contract, (B) any Group Company Permits or (C) any Data Privacy and Security Requirement, (iii) violate, or constitute breach under, in each case, in any Ordermaterial respect, any Order or applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries Group Company or any of its properties or assets are bound bound, or (Div) result in the creation of any Lien upon any of the assets or properties (other than any Permitted Liens) or Equity Securities of FCBany Group Company, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, except in the case of any of clauses clause (Bii) through and (Div) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as have a wholeCompany Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consent, approval or authorization of, or designation, declaration or filing with, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries a Listed Party with respect to the such Listed Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) it is or will be party or the consummation of the transactions contemplated hereby or by the Ancillary Documentsthereby, except for (i) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the effectiveness thereof by the SEC and (B) such reports under Section 13(a) or 15(d) of the Exchange Act as may be required in connection with this Agreement, the Ancillary Documents or the transactions contemplated hereby or thereby, (ii) such filings with and approvals of Nasdaq NASDAQ to permit TopCo Ordinary the Cayman NewCo Shares to be issued in accordance connection with the transactions contemplated by this Agreement and the other Ancillary Documents to be listed on Nasdaq, (ii) filing of the Merger Documents under the applicable law of the Cayman IslandsNASDAQ, (iii) such filings and approvals required in connection with the approvals and consents to be obtained by Merger Sub pursuant to Section 6.9Pre-Closing Reorganization, or (iv) the Armada Shareholder Approval, (v) with respect to the adoption of the Cayman NewCo Pre-IPO Articles of Association and the Cayman NewCo Articles of Association, either (a) the affirmative vote of at least a two-thirds (2/3) majority of the votes cast by the holders of the issued Cayman Newco Shares present in person or represented by proxy at a duly convened general meeting of Cayman Newco and entitled to vote on such matter or (b) a unanimous written resolution of all the holders of Cayman Newco Shares entitled to vote on such matter (it being understood and agreed that such vote shall have been obtained prior to (A) the Company Reorganization Date in the case of the Cayman NewCo Pre-IPO Articles of Association and (B) Merger Effective Time in the case of the Cayman NewCo Articles of Association), (vi) the Consents set forth on Section 4.4 of the Armada Disclosure Schedules and the Cayman NewCo Disclosure Schedules, and (vii) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to be, individually have an Armada Material Adverse Effect or in the aggregate, material to the Group Companies or the Business, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeCayman NewCo Material Adverse Effect.

Consents and Requisite Governmental Approvals; No Violations. (a) No consentConsent, Permit, approval or authorization of, or designation, declaration or filing withwith or notification to, any Governmental Entity is required on the part of FCB, BP, Bridgeburg or any of their respective Subsidiaries either Company Party with respect to the applicable Company Party’s execution, delivery or performance of the its obligations of FCB, BP, Bridgeburg or any of their respective Subsidiaries under this Agreement or the Ancillary Documents to which FCB, BP, Bridgeburg or such Subsidiary (as applicable) the applicable Company Party is or will be party or the consummation of the transactions contemplated hereby by this Agreement or by the Ancillary Documents, except for (i) such filings compliance with and approvals filings, notifications, Consents or Permits under any applicable United States or foreign competition, antitrust, merger control or foreign investment Laws, as set forth in Section 3.5(a) of Nasdaq to permit TopCo Ordinary Shares to be issued in accordance with this Agreement to be listed on Nasdaqthe Company Disclosure Schedules, including the pre-merger notification requirements of the HSR Act, (ii) the filing with the SEC of (A) the Registration Statement / Proxy Statement and the declaration of the Merger Documents under effectiveness thereof by the SEC and (B) any other documents or information required pursuant to applicable law requirements, if any, of the Cayman IslandsFederal Securities Laws, (iii) the approvals compliance with and consents filings or notifications required to be obtained by Merger Sub filed with state securities regulators pursuant to Section 6.9“blue sky” Laws and state takeover Laws as may be required in connection with this Agreement, the Ancillary Documents or the Transactions, (iv) filing of the Certificate of Merger, (v) the Company Shareholder Approval and Company Preferred Shareholder Approval, (vi) any other consents, approvals, authorizations, designations, declarations, waivers or filings, the absence of which would not reasonably be expected to benot, individually or in the aggregate, reasonably be expected to be material to the Group Companies or the BusinessCompanies, taken as a whole. Neither the execution, delivery or performance by FCB, BP, Bridgeburg or any of their respective Subsidiaries of this Agreement nor the Ancillary Documents to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is or will be a party nor the consummation (vii) as otherwise set forth in Section 3.5(a) of the transactions contemplated hereby and thereby will, directly or indirectly (with or without due notice or lapse of time or both) (A) result in any breach of any provision of the Governing Documents of FCB, BP, Bridgeburg or any of their respective Subsidiaries, (B) result in a violation or breach of, or constitute a default or give rise to any right of termination, Consent, cancellation, amendment, modification, suspension, revocation or acceleration under, or require any consent, the provision of notice or any other action pursuant to any of the terms, conditions or provisions of any Contract to which FCB, BP, Bridgeburg or any of their respective Subsidiaries is a party or any Permits, (C) violate, or constitute breach under, any Order, applicable Law (including the Financial Fair Play Regulations) to which FCB, BP, Bridgeburg or any of their respective Subsidiaries or any of its properties or assets are bound or (D) result in the creation of any Lien upon any of the assets or properties or Equity Securities of FCB, BP, Bridgeburg or any of their respective Subsidiaries or the Business, except, in the case of any of clauses (B) through (D) above, as would not reasonably be expected to be, individually or in the aggregate, material to the Group Companies or the Business, taken as a wholeCompany Disclosure Schedules.