Common use of Due Authorization Clause in Contracts

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Subject to the receipt of the Company Shareholder Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents Transaction Documents to which it is or will be a party contemplated hereby and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the approvals described satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in Section 5.5) to consummate the transactions contemplated hereby Separation and thereby and to perform all of its obligations hereunder and thereunderDistribution Agreement). The execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company it is or will be a party contemplated hereby as of the Effective Time and the consummation of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary and validly authorized and approved by the board of directors of the Companyproper corporate action on its part, and no other company or corporate proceeding action on the part of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date and the other Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the Transactions. Each of this Agreement and the Transaction Documents to which the Company is or will be a party contemplated hereby. This Agreement as of the Effective Time has been, and on been or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, be duly and validly executed and delivered by the Company it and (assuming that this Agreement constitutes, and on or prior to the Share Exchange Closing, the such other applicable Transaction Documents to which the Company each of Parent and Merger Sub is or will be a party contemplated hereby as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute, a constitute the legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. equity (b) On or prior to the date of this Agreementcollectively, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval“Remedies Exception”).

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents Ancillary Agreements to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other Transaction Documents to which than the Company is a party contemplated herebyStockholder Approvals). This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board Board of directors Directors of the Company has duly adopted resolutions (i) determining declaring that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby applicable Ancillary Agreements, and the transactions contemplated hereby and thereby thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby applicable Ancillary Agreements, or to approve the TransactionsMerger, other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Company Each of the SPAC Parties has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Transaction Agreement to which it is a party contemplated hereby and (subject to and, upon receipt of approval of the approvals described in Section 5.5) to consummate SPAC Stockholder Matters by the transactions contemplated hereby and thereby and SPAC Stockholders, to perform all of its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly duly, validly and validly unanimously authorized and approved by the board of directors of the Companyapplicable SPAC Party and, and except for approval of the SPAC Stockholder Matters by the SPAC Stockholders, no other company or corporate proceeding on the part of the Company any SPAC Party is necessary to authorize the execution, delivery and performance of this Agreement or such Transaction Agreements. By SPAC’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Merger Subs required for the other Transaction Documents to which the Company is a party contemplated herebyTransactions. This Agreement has been, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Agreement to which the Company is a party contemplated hereby such SPAC Party will bebe party, duly and validly executed and delivered by the Company such SPAC Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Agreement to which the Company is a party contemplated hereby such SPAC Party will constitutebe party, will constitute a legal, valid and binding obligation of the Companysuch SPAC Party, enforceable against the Company each SPAC Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On Assuming a quorum is present at the Special Meeting, as adjourned or prior postponed, the only votes of any of SPAC’s authorized share capital necessary in connection with the entry into this Agreement by SPAC, the consummation of the Transactions, including the Closing, and the approval of the SPAC Stockholder Matters are as set forth on Schedule 6.02(b) to the date of this AgreementSPAC Disclosure Letter. (c) At a meeting duly called and held or otherwise by unanimous written resolutions, the board of directors of the Company SPAC has duly adopted resolutions unanimously: (i) determining determined that this Agreement and the other Transaction Documents Transactions are fair to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, of SPAC’s shareholders; (ii) determined that the fair market value of the Company is equal to at least eighty percent (80%) of the amount held in the Trust Account (excluding Taxes paid or payable on the income earned on the Trust Account and its stockholdersexcluding the amount of any deferred underwriting commissions) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of SPAC approval of the Transactions and the SPAC Stockholder Matters. (d) The board of directors of Merger Sub I and the managing member of Merger Sub II, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, have unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Merger Sub I’s sole stockholder and Merger Sub II’s sole and managing member, as applicable, and ; (ii) authorizing approved the transactions contemplated by this Agreement; and approving (iii) resolved to recommend to the sole stockholder and sole and managing member of Merger Sub I and Merger Sub II, respectively, approval of the Transactions. (e) To the knowledge of SPAC, the execution, delivery and performance of any Transaction Agreement by any party thereto, other than any SPAC Party or the Company and any of this Agreement its Affiliates, do not and the other Transaction Documents will not conflict with or result in any violation of any provision of any applicable Law or Governmental Order applicable to which the Company is a such party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement such party’s properties or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalassets.

Due Authorization. (a) The Company has all requisite company corporate or corporate power, as applicable, similar organizational power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is a party contemplated hereby party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in Section 5.55.05) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents each Ancillary Agreement to which the Company it is a party contemplated hereby party, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by the board of directors of Company Board and, except for the CompanyCompany Stockholder Approval, and no other company corporate or corporate proceeding similar organizational action on the part of the Company or any of its Subsidiaries or any holders of any Equity Securities of the Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement and or the other Transaction Documents Ancillary Agreements to which the Company is (or will be) a party party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, been duly and validly executed and delivered by the Company and and, assuming this Agreement constitutesconstitutes a legal, valid and on or prior to the Share Exchange Closing, binding obligation of the other Transaction Documents parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party contemplated hereby party, when executed and delivered by the Company, will constitutebe duly and validly executed and delivered by the Company, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby Merger and the transactions contemplated hereby by this Agreement, (ii) determined that this Agreement, the Merger and thereby the transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, of the Company and its stockholdersthe Holders, as applicable, and (iiiii) authorizing and approving directed that the execution, delivery and performance adoption of this Agreement be submitted for approval by the Company of this Agreement Stockholders and the other Transaction Documents (iv) resolved to which recommend that the Company is a party contemplated hereby Stockholders approve this Agreement, the Merger and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into by this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalAgreement.

Due Authorization. If such Sponsor Party is not a natural person, such Sponsor Party has all requisite corporate power and authority to (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby hereby, and (subject to the approvals described in Section 5.5b) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The If such Sponsor Party is not a natural person, the execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party documents contemplated hereby hereby, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board competent body of directors of the Company, such Sponsor Party and no other company or corporate proceeding on the part of the Company such Sponsor Party is necessary to authorize this Agreement and the other Transaction Documents to which the Company documents contemplated hereby. If such Sponsor Party is a party natural person, such Sponsor Party has full legal capacity, right and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) to consummate the transactions contemplated hereby and thereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, been duly and validly executed and delivered by the Company such Sponsor Party, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of the Companysuch Sponsor Party, enforceable against the Company such Sponsor Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or . If such Sponsor Party is a natural person who is married and resides in a community property jurisdiction and such action has been requested by the Company in writing prior to the date such Sponsor Party’s execution and delivery of this Agreement, the board of directors of the Company then such Sponsor Party’s spouse has duly adopted resolutions (i) determining that this Agreement executed and the other Transaction Documents delivered to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and BSAQ a spousal consent, in the form attached as Schedule B, concurrently with its stockholders, as applicable, execution and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalAgreement.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and, subject to approval by the holders of a majority of the outstanding shares of Common Stock of this Agreement and the other documents to which it is a party contemplated hereby and Mergers (subject to the approvals described in Section 5.5) “Company Stockholder Approval”), to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Companyhereby, and no other company corporate actions or corporate proceeding proceedings on the part of the Company is or its stockholders shall be necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party transactions contemplated hereby. This The board of directors of the Company has adopted resolutions, by unanimous written consent of the directors in lieu of a meeting, (i) approving the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement has beenis in the best interests of the Company and its stockholders, (iii) declaring this Agreement advisable and on or prior (iv) recommending that the Company’s stockholders adopt this Agreement and directing that this Agreement be submitted to the Share Exchange Closing, the other Transaction Documents to which the Company’s stockholders for adoption. The Company is a party contemplated hereby will be, has duly and validly executed and delivered by the Company and this Agreement. This Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganizationmoratorium, moratorium and reorganization or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and subjectby rules of Law governing specific performance, as to enforceability, to general principles of equityinjunctive relief and equitable principles. (b) On or prior Prior to the date of this Agreement, the Company and its board of directors of the Company has duly adopted resolutions have taken all action necessary to exempt under or make not subject to (i) determining that this Agreement and the provisions of Section 203 of the DGCL, (ii) any other Transaction applicable Takeover Law or (iii) any provision of the Organizational Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, of the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance Subsidiaries that would require any corporate approval other than that otherwise required by the Company DGCL or other applicable state Law, each of the execution of this Agreement Agreement, the Mergers and any of the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebyby this Agreement. No other corporate action is required on the part of the The Company does not have in effect any “poison pill” or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalshareholder rights plan.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of the Company, and no other company or corporate proceeding other than the Company Stockholder Approval on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is or will be a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange ClosingClosing and upon execution by the Company, the such other Transaction Documents documents to which the Company is or will be a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is or will be a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is or will be a party contemplated hereby and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, stockholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is or will be a party contemplated hereby and the transactions contemplated hereby and therebythereby (including the Merger). No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is or will be a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder Stockholder Approval.

Due Authorization. (a) The Each Group Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents Transaction Documents to which it is a party contemplated hereby and (subject to the approvals described in Article II and Section 5.56.4) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the any Group Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors or similar governing body of the such Group Company, and other than the approvals specified in this Agreement and the relevant Transaction Documents, no other company or corporate proceeding on the part of the such Group Company is necessary to authorize this Agreement and the other Transaction Documents to which the such Group Company is a party contemplated herebyparty. This Agreement has been, and on or prior to the Share Exchange Merger Closing, the other Transaction Documents to which the any Group Company is a party contemplated hereby will be, duly and validly executed and delivered by the such Group Company and this Agreement constitutes, and on or prior to the Share Exchange Merger Closing, the other Transaction Documents to which the such Group Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the such Group Company, enforceable against the such Group Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board competent corporate body of directors of the each Group Company has duly adopted or passed resolutions (i) determining that this Agreement and the other Transaction Documents to which the such Group Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in the best interests of, the such Group Company and its stockholdersshareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the such Group Company of this Agreement and the other Transaction Documents to which the such Group Company is a party contemplated hereby and the transactions contemplated hereby and therebyTransactions. No other corporate action is required on the part of the any Group Company or any of its shareholders to enter into this Agreement or the documents Transaction Documents to which the such Group Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalapprovals specified in this Agreement.

Due Authorization. (a) The Company Each of the Acquiror Parties has all requisite company corporate or corporate power, as applicable, entity power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby and (subject to and, upon receipt of approval of the approvals described in Section 5.5) Acquiror Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of the Companyapplicable Acquiror Party and, and no other company corporate or corporate equivalent proceeding on the part of the Company any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the other Transaction Documents to which the Company is a party contemplated herebyTransactions. This Agreement has been, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Agreement to which the Company such Acquiror Party is or will be a party contemplated hereby has been or will be, duly and validly executed and delivered by the Company such Acquiror Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Agreement to which the Company such Acquiror Party is or will be a party contemplated hereby party, constitutes or will constitute, constitute a legal, valid and binding obligation of the Companysuch Acquiror Party, enforceable against the Company each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On Assuming a quorum is present at the Special Meeting, as adjourned or prior to postposed, the date only votes of this Agreementany of Acquiror’s members necessary in connection with the consummation of the Transactions, including the Closing, and the approval of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”). (c) At a meeting duly called and held, the board of directors of the Company Acquiror has duly adopted resolutions unanimously: (i) determining determined that this Agreement and the other Transaction Documents Transactions are fair to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, of the Company and its stockholders, as applicable, and Acquiror Shareholders; (ii) authorizing and approving determined that the execution, delivery and performance by the Company fair market value of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part equal to at least 80% of the Company or amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of its shareholders the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to enter into this Agreement or recommend to the documents to which the Company is a party contemplated hereby or to approve stockholders of Acquiror approval of the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Company Each of Parent and ▇▇▇▇▇▇ Sub has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents Transaction Documents to which it is or will be a party contemplated hereby at the Effective Time and (subject to the approvals receipt of the Consents described in Section 5.56.4, the Parent Shareholder Approval and the Merger Sub Shareholder Approval) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The execution and delivery by each of Parent and Merger Sub of this Agreement and the other Transaction Documents to which the Company it is or will be a party contemplated hereby at the Effective Time and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the board of directors of Parent Shareholder Approval and the CompanyMerger Sub Shareholder Approval, and no other company or corporate proceeding action on the part of the Company Parent or Merger Sub is necessary to authorize this Agreement and or the other Transaction Documents to which the Company it is or will be a party contemplated herebyat the Effective Time. This Each of this Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company it is or will be a party contemplated hereby at the Effective Time has been, or when executed and delivered will be, duly and validly executed and delivered by the Company Parent and (assuming that this Agreement constitutes, and on or prior to the Share Exchange Closing, the such other applicable Transaction Documents to which each of the Company or SpinCo is or will be a party contemplated hereby will constitute, at the Effective Time constitutes a legal, valid and binding obligation of each of the CompanyCompany and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Parent and Merger Sub (as applicable), enforceable against the Company Parent and Merger Sub (as applicable) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) On Assuming that a quorum (as determined pursuant to Parent’s Governing Documents) is present: (i) each of those Transaction Proposals identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by a special resolution under the CICA (being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); (ii) each of those Transaction Proposals identified in clauses (D), (E), (F) and (I), of Section 7.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (iii) each of those Transaction Proposals identified in clauses (G) and (H), of Section 7.4(e)(ii), in each case, shall require approval by the number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and the Governing Documents of Parent. (c) The foregoing votes are the only votes of any of Parent’s share capital necessary in connection with entry into this Agreement by ▇▇▇▇▇▇ and Merger Sub and the consummation of the Transactions, including the Closing. (d) At a meeting duly called and held, or prior to by written resolutions of the date of this Agreement, the board of Parent Board signed by all directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is Parent in lieu of a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests ofmeeting, the Company and its stockholders, Parent Board has unanimously approved the Transactions as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalBusiness Combination.

Due Authorization. (a) The Company Each of Acquiror and ▇▇▇▇▇▇ Sub has all requisite company or corporate power, as applicable, power and authority to (a) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby hereby, and (b) subject to obtaining the approvals described in Section 5.5) to Acquiror Stockholder Approval, consummate the transactions contemplated hereby Transactions and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the board Acquiror Board and by Acquiror as the sole stockholder of directors of Merger Sub and (ii) determined by the Company, Acquiror Board as advisable to Acquiror and no the Acquiror Stockholders and (iii) recommended for approval by the Acquiror Stockholders. No other company or corporate proceeding on the part of the Company Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other Transaction Documents to which than the Company is a party contemplated herebyAcquiror Stockholder Approval). This Agreement has been, and on at or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party documents contemplated hereby will be, duly and validly executed and delivered by the Company each of Acquiror and/or Merger Sub, as applicable, and this Agreement constitutes, and on at or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party documents contemplated hereby will constitute, a legal, valid and binding obligation of the Companyeach of Acquiror and/or Merger Sub, as applicable, enforceable against the Company Acquiror and/or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On or prior Assuming that a quorum (as determined pursuant to the date of this AgreementAcquiror’s Governing Documents) is present, the board Acquiror Stockholder Approval is the only vote of directors any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Company Transactions, including the Closing. (c) At a meeting duly called and held, the Acquiror Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and unanimously approved the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is as a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalBusiness Combination.

Due Authorization. (a) The Company Each of the Companies has all the requisite company corporate or corporate powerpartnership power and authority, as applicable, and authority to execute and deliver this Agreement and each of the other documents Ancillary Agreements to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby each such Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors each of the Company, Companies and no other company or corporate proceeding on the its part of the Company is necessary to authorize this Agreement and each such Ancillary Agreement and the other Transaction Documents to which consummation of the Company is a party transactions contemplated herebyhereby and thereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, been duly and validly executed and delivered by each of the Company and this Agreement constitutesCompanies, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is constitutes a party contemplated hereby will constitute, a legal, legally valid and binding obligation of each of the CompanyCompanies, enforceable against each of the Company Companies in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Companies are a party upon being duly and validly executed and delivered by the Companies shall constitute a legally valid and binding obligation of the Companies, enforceable against the Companies in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior Each of Parent and the Sellers has the requisite corporate power and authority to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that execute and deliver this Agreement and each of the other Transaction Documents Ancillary Agreements to which the Company it is a party contemplated hereby and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and each such Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby are advisable have been duly and fair to, validly authorized and in approved by Parent and the best interests of, Sellers and no other proceeding on Parent's or the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of Sellers' part is necessary to authorize this Agreement and each such Ancillary Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and consummation of the transactions contemplated hereby and thereby. No other corporate action is required on This Agreement has been duly and validly executed and delivered by Parent and the part Sellers, and constitutes a legally valid and binding obligation of Parent and the Company or any Sellers, enforceable against Parent and the Sellers in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of its shareholders equity. Each Ancillary Agreement to enter into this Agreement which Parent or the documents to which the Company Sellers is a party contemplated hereby upon being duly and validly executed by Parent or the Sellers shall constitute a legally valid and binding obligation of Parent and the Sellers, enforceable against Parent and the Sellers in accordance with its terms, subject to approve the Transactionsapplicable bankruptcy, other than the Company Shareholder Approvalinsolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) The Company FTAC has all requisite company corporate or corporate power, as applicable, entity power and authority to execute and deliver this Agreement and the other documents each Transaction Agreement to which it is a party contemplated hereby and, upon receipt of approval of the FTAC Stockholder Matters by FTAC Stockholders, to perform its obligations hereunder and (subject to the approvals described in Section 5.5) thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of the CompanyFTAC and, and except for approval of FTAC Stockholder Matters by FTAC Stockholders, no other company corporate or corporate equivalent proceeding on the part of the Company FTAC is necessary to authorize this Agreement and the other or such Transaction Documents to which the Company is a party contemplated herebyAgreements or FTAC’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Agreement to which the Company is a party contemplated hereby FTAC will bebe party, duly and validly executed and delivered by the Company FTAC and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Agreement to which the Company is a party contemplated hereby FTAC will constitutebe party, will constitute a legal, valid and binding obligation of the CompanyFTAC, enforceable against the Company FTAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On Assuming a quorum is present at the Special Meeting, as adjourned or prior postponed, the only votes of any of FTAC’s capital stock necessary in connection with the entry into this Agreement by FTAC, the consummation of the transactions contemplated hereby, including the Closing and the approval of the FTAC Stockholder Matters are as set forth on Schedule 6.02(b) of the FTAC Schedules. Each FTAC Stockholder is entitled to vote at the date Special Meeting and is entitled to one vote per share. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation applicable to FTAC is applicable to any of this Agreementthe Transactions. (c) At a meeting duly called and held, the board of directors of the Company FTAC has duly adopted resolutions unanimously: (i) determining determined that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, to and in the best interests of, the Company and its of FTAC’s stockholders, as applicable, and ; (ii) authorizing and approving determined that the execution, delivery and performance by the Company fair market value of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into by this Agreement or as a Business Combination; and (iv) made the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalFTAC Board Recommendation.

Due Authorization. (a) The Company has all the requisite company or corporate power, as applicable, power and authority to enter into, execute and deliver this Agreement, the Warrants and the Registration Rights Agreement and the other documents to which it is a party contemplated hereby perform its obligations hereunder and (subject to the approvals described in Section 5.5) thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Warrants and the Registration Rights Agreement by the Company and the consummation by the Company of the transactions contemplated hereunder and thereunder have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on the part of the Company, pursuant to the General Corporation Law of the State of Delaware, as amended, or otherwise, are necessary to authorize the execution and delivery of this Agreement, the Warrants and the Registration Rights Agreement or to consummate the transactions contemplated hereunder or thereunder other than the Stockholder Approval. (b) The Investor has formally requested and the Board has granted a waiver and exemption to the Investor under the Tax Plan and otherwise modified the Rights Plan effective concurrently with the execution of this Agreement, in each case, to permit the entering into of this Agreement and the other Transaction Documents Settlement Agreement, and, subject to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved hereunder, the acquisition by the board Investor and/or any of directors its Affiliates of the CompanyShares, the Warrants and the Underlying Shares and the acquisition by the Investor and/or any of its Affiliates of additional securities as set forth in the Settlement Agreement. The Rights Agreements have not been further amended or modified, as of the date hereof, and no other company will not be further amended or corporate proceeding modified to prohibit or restrict any of the foregoing permitted acquisitions. The Company (i) has not granted any currently effective waiver or exemption to any Person under any Rights Agreement, except as set forth on the part Section 3.2(b) of the Company is necessary Disclosure Schedule, (ii) will not grant any waiver or exemption to authorize this any Person under any Rights Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, Closing and (iii) will not grant any waiver or exemption to any Person under any Rights Agreement that would prohibit or restrict any of the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered foregoing permitted acquisitions by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation Investor and/or any of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityAffiliates. (bc) On or prior The Board has taken the necessary actions such that the restrictions on business combinations contained in DGCL Section 203 will not apply to the date Investor and its Affiliates and Associates (as defined in DGCL Section 203) solely by virtue of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair tothe acquisitions permitted by Section 5(a) of the Settlement Agreement, and neither the Investor nor any of its Affiliates and Associates shall be deemed to be an “interested stockholder” (as defined in and contemplated by Section 203(c)(5) of the best interests of, the Company and its stockholders, DGCL) solely as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company a result of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby or the foregoing permitted acquisitions (the “Section 203 Approval”). Notwithstanding the foregoing, from and thereby. No other corporate action is required on after such time as the part Investor, together with its Affiliates and Associates, no longer has collective beneficial ownership of at least fifteen percent (15%) in voting power of the Company Company’s then-outstanding capital stock by virtue of having made a disposition, the Section 203 Approval shall not be applicable to any subsequent acquisitions of the Company’s capital stock by the Investor and its Affiliates and Associates that would result in such Persons having beneficial ownership of fifteen percent (15%) or any more in voting power of the Company’s capital stock. The Investor hereby acknowledges and agrees that the Section 203 Approval is limited in accordance with the terms of the Board resolutions as set forth above, and is effective only to the extent of such limitation, as set forth above, and that Section 203 (and the restrictions on business combinations contained therein) shall otherwise apply to the Investor and its shareholders Affiliates and Associates and shall apply as a matter of contract pursuant to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalAgreement.

Due Authorization. (a) The Company Parent has all requisite company or corporate power, as applicable, full power and authority to execute execute, deliver and deliver perform this Agreement and Parent, Sellers and each Subject Entity will have at the other documents Closing, full power and authority to which it is a party contemplated hereby execute, deliver and (subject to the approvals described in Section 5.5) perform their respective Related Agreements and to consummate the transactions contemplated hereby (in the case of Parent only) and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance by Parent of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby execution, delivery and performance by Parent, each Seller and each Subject Entity of its respective Related Agreements, and the consummation by Parent, such Seller or such Subject Entity of the transactions contemplated hereby and thereby thereby, have been, or in the case of Sellers and the Subject Entities, will have been at the Closing, duly and validly authorized and approved by the Parent’s, such Seller’s and such Subject Entity’s board of directors and, to the extent required by applicable Law, by all shareholders of the CompanyParent, such Seller and such Subject Entity entitled to vote thereon, and no other company actions or corporate proceeding proceedings on the part of the Company is Parent, such Seller or such Subject Entity are or will be necessary to authorize the execution, delivery and performance by Parent of this Agreement and Agreement, or Parent, such Seller or such Subject Entity of its respective Related Agreements or the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party transactions contemplated hereby will be(in the case of Parent only) and thereby, as applicable. Parent has duly and validly executed and delivered by the Company and this Agreement constitutesand Parent, each Seller and on each Subject Entity has duly and validly executed and delivered (or prior to or at the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby Closing will constitute, duly and validly execute and deliver) their Related Agreements. This Agreement constitutes a legal, valid and binding obligation of the CompanyParent, and Parent’s, each Seller’s and each Subject Entity’s Related Agreements upon execution and delivery by Parent, such Seller or such Subject Entity will constitute legal, valid and binding obligations of Parent, such Seller or such Subject Entity, in each case, enforceable against the Company in accordance with its their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect that affect the enforcement of creditors’ rights generally generally, and subject, as to enforceability, to general by equitable limitations on the availability of specific remedies and by principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery by Empire of this Agreement and each of the other Transaction Documents to which the Company it is a party contemplated hereby party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate proceedings on the board part of directors of the Company, and no Empire. No other company or corporate proceeding on the part of the Company Empire is necessary to authorize approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which the Company Empire is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, have been duly and validly executed by Empire and delivered by constitute the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation obligations of the Company, Empire enforceable against the Company Empire in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior The execution and delivery by Ma▇▇▇▇▇▇ ▇f this Agreement and each of the other Transaction Documents to the date of this Agreementwhich it is a party, the board performance by it of directors all the terms and conditions hereof and thereof to be performed by it and the consummation of the Company has transactions contemplated hereby and thereby have been duly adopted resolutions (i) determining that authorized and approved by all necessary corporate proceedings on the part of Ma▇▇▇▇▇▇. No other corporate proceeding on the part of Ma▇▇▇▇▇▇ ▇s necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transaction contemplated hereby and thereby. This Agreement and the other Transaction Documents to which the Company is Ma▇▇▇▇▇▇ ▇s a party contemplated hereby have been duly and validly executed by Ma▇▇▇▇▇▇ ▇nd constitute the transactions contemplated hereby legal, valid and thereby are advisable binding obligations of Ma▇▇▇▇▇▇ ▇nforceable against Ma▇▇▇▇▇▇ ▇n accordance with their respective terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors' rights and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company general principles of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalequity.

Due Authorization. (a) The Company Each of Parent and Merger Sub has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents Transaction Documents to which it is or will be a party contemplated hereby at the Effective Time and (subject to the approvals receipt of the Consents described in Section 5.56.4, the Parent Shareholder Approval and the Merger Sub Shareholder Approval) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The execution and delivery by each of Parent and Merger Sub of this Agreement and the other Transaction Documents to which the Company it is or will be a party contemplated hereby at the Effective Time and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the board of directors of Parent Shareholder Approval and the CompanyMerger Sub Shareholder Approval, and no other company or corporate proceeding action on the part of the Company Parent or Merger Sub is necessary to authorize this Agreement and or the other Transaction Documents to which the Company it is or will be a party contemplated herebyat the Effective Time. This Each of this Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company it is or will be a party contemplated hereby at the Effective Time has been, or when executed and delivered will be, duly and validly executed and delivered by the Company Parent and (assuming that this Agreement constitutes, and on or prior to the Share Exchange Closing, the such other applicable Transaction Documents to which each of the Company or SpinCo is or will be a party contemplated hereby will constitute, at the Effective Time constitutes a legal, valid and binding obligation of each of the CompanyCompany and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Parent and Merger Sub (as applicable), enforceable against the Company Parent and Merger Sub (as applicable) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) On or prior Assuming that a quorum (as determined pursuant to the date of this Agreement, the board of directors of the Company has duly adopted resolutions Parent’s Governing Documents) is present: (i) determining that this Agreement each of those Transaction Proposals identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by a special resolution under the other Transaction Documents CICA (being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to which vote at the Company is a party contemplated hereby and Parent Shareholders Meeting, vote at the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and Parent Shareholders Meeting); (ii) authorizing each of those Transaction Proposals identified in clauses (D), (E), (F) and approving (I), of Section 7.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the executionaffirmative vote of the holders of a majority of the ordinary shares who, delivery being present and performance entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (iii) each of those Transaction Proposals identified in clauses (G) and (H), of Section 7.4(e)(ii), in each case, shall require approval by the Company number of this Agreement holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and the other Transaction Governing Documents to which of Parent. (c) The foregoing votes are the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part only votes of the Company or any of its shareholders to enter Parent’s share capital necessary in connection with entry into this Agreement or by Parent and Merger Sub and the documents to which the Company is a party contemplated hereby or to approve consummation of the Transactions, other than including the Company Shareholder ApprovalClosing. (d) At a meeting duly called and held, the Parent Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute enter into this Agreement, to perform its obligations hereunder and, subject to the filings under Section 2.3, to consummate the Transactions, and deliver except for obtaining the Company Stockholder Approval, no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the other documents to which it is a party contemplated hereby Transactions. The execution, delivery and (subject to performance by the approvals described Company of this Agreement, and, assuming the representations and warranties set forth in Section 5.5) to consummate the transactions contemplated hereby 5.9 are true and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and correct, the consummation by it of the transactions contemplated hereby and thereby Merger, have been duly and validly authorized and approved by the board Company Board and, assuming that the Merger is consummated in accordance with the DGCL, except for filing the Certificate of directors Merger with the Secretary of State of the CompanyState of Delaware pursuant to the DGCL, and no other company or corporate proceeding action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityTransactions. (b) On or prior to The Company Board, after considering the date of this Agreement, the board of directors recommendation of the Company Special Committee, has duly adopted resolutions unanimously (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents consummation of the Transactions, (ii) determining that this Agreement and the Transactions are fair to which and in the best interests of the Company is a party contemplated hereby and the Company’s stockholders, (iii) approving and declaring advisable this Agreement and the consummation of the Merger, (iv) resolving that this Agreement and the Transactions shall be governed by and effected under Section 251 of the DGCL, (v) ​ recommending that the stockholders of the Company adopt this Agreement (the “Recommendation”), and (vi) directed that the adoption of this Agreement be submitted to the stockholders of the Company for their consideration, which resolutions have not, except after the date of this Agreement as permitted by Section 6.4, been subsequently rescinded, modified or withdrawn. The Company Stockholder Approval is the only vote of holders of securities of the Company that is required to adopt this Agreement and approve the Merger and the other Transactions. (c) The Company has duly and validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery hereof by ▇▇▇▇▇▇ and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar Laws now or hereafter in effect which affect the enforcement of creditors’ rights generally and by rules of Law governing specific performance, injunctive relief and equitable principles (the “Enforceability Exceptions”). (d) As of the date hereof and at all times on or prior to the Effective Time, the Company and the Company Board have taken all actions necessary so that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the timely consummation of the Merger and the other transactions contemplated hereby and therebyhereby. No other corporate action is required on Takeover Law or similar provision of the part Organizational Documents of the Company and its Subsidiaries is, or any of its shareholders at the Effective Time will be, applicable to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve and the Transactions, other than the . The Company Shareholder Approvaldoes not have in effect any “poison pill,” stockholder rights plan or similar anti-takeover agreement or plan.

Due Authorization. (a) The Other than the Company Stockholder Approval, each of Inpixon and the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which each of Inpixon and the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of each of Inpixon and the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which each of Inpixon and the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which each of Inpixon and the Company is a party contemplated hereby will be, duly and validly executed and delivered by each of Inpixon and the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which each of Inpixon and the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each of Inpixon and the Company, enforceable against each of Inpixon and the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, (i) the board Board of directors Directors of each of Inpixon and the Company has duly adopted resolutions (A) determining that it is in the best interests of each of Inpixon and the Company and its stockholders, and declaring advisable, to enter into this Agreement and the other documents to which each of Inpixon and the Company is a party contemplated hereby, and (B) approving the execution, delivery and performance by each of Inpixon and the Company of this Agreement and the other documents to which each of Inpixon and the Company is a party contemplated hereby and the transactions contemplated hereby and thereby and (ii) the Board of Directors of the Company has duly adopted resolutions (i) determining that recommending the adoption and approval of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebyCompany’s stockholders. No other corporate action is required on the part of Inpixon, the Company or any of its shareholders their respective stockholders to enter into this Agreement or the documents to which Inpixon or the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder Stockholder Approval. The Company Stockholder Approval will be duly and validly obtained in accordance with applicable Law (including the DGCL) and the Governing Documents of the Company upon the execution and delivery of the Company Stockholder Written Consent pursuant to the terms of this Agreement, and, when delivered, the Company Stockholder Written Consent will constitute the Company Stockholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents Ancillary Agreements to which it is a party contemplated hereby and (subject to receipt of the consents, approvals and authorizations and the other requirements described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors of the CompanyCompany Board, and no other company or corporate proceeding on the part of the Company or any Company Shareholder is necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which the Company is a party contemplated herebyparty. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery of this Agreement by the other Parties and of the other documents to which the Company and is a party contemplated hereby by the other parties thereto) this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in likely to promote the best interests of, success of the Company and for the benefit of its stockholders, members as applicablea whole having regard (amongst other matters) to the matters referred to in section 172 of the Companies ▇▇▇ ▇▇▇▇, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebyTransactions. No other corporate action is required on the part of the Company or any of its shareholders the Company Investors to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than Exchange or the Company Shareholder ApprovalMergers.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Each of the Company and Merger Sub has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party. Each of the other documents Company and Merger Sub has all requisite corporate power and authority to perform its respective obligations under this Agreement and each Ancillary Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents Ancillary Agreements to which they are a party by each of the Company is a party contemplated hereby and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by all requisite action, including, in the board case of directors of Merger Sub, the CompanyWritten Consent, and no other company corporate or corporate equivalent proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and or the other Transaction Documents to which Ancillary Agreements or the Company is a party contemplated herebyCompany’s or Merger Sub’s performance hereunder or thereunder. This Agreement and each Ancillary Agreement has been, and on been or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by each of the Company and Merger Sub and, assuming due authorization and execution by each other parties hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby each such Ancillary Agreement will constitute, a legal, valid and binding obligation of each of the CompanyCompany and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, The Company Board and the board of directors of the Company has Merger Sub, by resolutions duly adopted resolutions (i) determining that at a meeting duly called and held and not subsequently rescinded or modified in any way, has approved, as applicable, this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby Ancillary Agreements and the transactions contemplated hereby and thereby. No other corporate action is required on , including the part Merger and the issuance of the Company or any Class A Common Stock to the Pubco Stockholders. The Company has delivered to Pubco a true and complete copy of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalWritten Consent.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance and sale of the Notes, the GS Shares, the Series A Preferred Stock and the Warrants by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares, the reservation and issuance of Warrant Shares, and the consummation by the Company of the transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company and (b) have been duly authorized by all requisite corporate proceedings on the part of the Company, except for the approval by the stockholders of the Company referenced in Section 5.6. The Board of Directors has determined that it is advisable and in the best interest of the Company's stockholders for the Company to consummate the issuance and sale of the Notes, the GS Shares, the Series A Preferred Stock and the Warrants upon the terms and subject to the conditions set forth in this Agreement, and has unanimously recommended that the Company's stockholders approve the transactions referenced in Section 5.6. As of May 5, 2000, the Board of Directors consists of eight directors and the Initial Noteholder Designee has been duly appointed to serve as a member of the Board of Directors and the Executive Committee of the Board of Directors as of January 20, 2000. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ now or hereafter in effect relating to the rights generally of creditors generally. The GS Shares have been duly and subjectvalidly issued and are outstanding, as to enforceabilityfully paid and nonassessable. At the Second Closing, to general principles the Conversion Shares will be validly reserved for issuance, and upon issuance in accordance with the Series A Certificate of equityDesignation and Series B Certificate of Designation will be duly and validly issued and outstanding, fully paid and nonassessable. At the Second Closing, the Warrant Shares will be validly reserved for issuance, and upon issuance in accordance with the terms of the Warrants will be duly and validly issued and outstanding, fully paid and nonassessable. (bk) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement Section 3.3 is hereby amended and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and restated in the best interests of, the Company and its stockholders, entirety as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.follows:

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery by Empire of this Agreement and each of the other Transaction Documents to which the Company it is a party contemplated hereby party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate proceedings on the board part of directors of the Company, and no Empire. No other company or corporate proceeding on the part of the Company Empire is necessary to authorize approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which the Company Empire is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, have been duly and validly executed by Empire and delivered by constitute the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation obligations of the Company, Empire enforceable against the Company Empire in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date The execution and delivery by ▇▇▇▇▇▇▇▇ of this AgreementAgreement and each of the other Transaction Documents to which it is a party, the board performance by it of directors all the terms and conditions hereof and thereof to be performed by it and the consummation of the Company has transactions contemplated hereby and thereby have been duly adopted resolutions (i) determining that authorized and approved by all necessary corporate proceedings on the part of ▇▇▇▇▇▇▇▇. No other corporate proceeding on the part of ▇▇▇▇▇▇▇▇ is necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transaction contemplated hereby and thereby. This Agreement and the other Transaction Documents to which the Company ▇▇▇▇▇▇▇▇ is a party contemplated hereby have been duly and validly executed by ▇▇▇▇▇▇▇▇ and constitute the transactions contemplated hereby legal, valid and thereby are advisable binding obligations of ▇▇▇▇▇▇▇▇ enforceable against ▇▇▇▇▇▇▇▇ in accordance with their respective terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors' rights and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company general principles of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalequity.

Due Authorization. (a) The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares and the Warrants by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Common Stock issuable upon conversion of the Series B Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), and the consummation by the Company of the transactions contemplated hereby and thereby) (i) are within the corporate power and authority of the Company and (ii) have been duly authorized by all necessary corporate action of the Company, subject to (A) the approval and adoption of each Series B Certificate of Designation by the Company Board, (B) the Series A Holder Approval and (C) the Company Stockholder Approval. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will shall be, duly and validly executed and delivered by the Company Company. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will shall constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of each series of the Series B Preferred Stock shall be as set forth in the Series B Certificate of Designation pursuant to which such series shall be issued. The Preferred Shares have been validly reserved for issuance and, when issued and delivered in accordance with the date terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the board of directors preemptive or other similar rights of the Company has duly adopted resolutions (i) determining that this Agreement stockholders of the Company. The Conversion Shares and the other Transaction Documents to which Warrant Shares have been validly reserved for issuance and, when issued and delivered in accordance with the Company is a party contemplated hereby terms of the applicable Series B Certificate of Designation and the transactions contemplated hereby Warrants, respectively, shall be duly and thereby are advisable validly issued and fair tooutstanding, fully paid and non-assessable, and in not subject to the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the preemptive or other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part similar rights of the Company or any stockholders of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Company SPAC has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors of the Company, SPAC and no other company corporate or corporate equivalent proceeding on the part of the Company SPAC is necessary to authorize this Agreement or such other Transaction Agreements or SPAC’s performance hereunder or thereunder (except that the SPAC Shareholder Approval is a condition to the consummation of the First Merger and the other Transaction Documents to which the Company SPAC Second Merger Approval is a party contemplated herebycondition to the consummation of the Second Merger). This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement (when executed and delivered by SPAC) will be, duly and validly executed and delivered by the Company SPAC and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement will constitute, constitute a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On The only approvals or prior to votes required from the date holders of the SPAC’s Equity Securities in connection with the entry into this AgreementAgreement by SPAC, the consummation of the Transactions, including the Closing, and the approval of the SPAC Transaction Proposals and the SPAC Second Merger Proposals are as set forth on Schedule 5.02(b). (c) At a meeting duly called and held, the board of directors of the Company SPAC has duly adopted resolutions unanimously: (i) determining determined that this Agreement and the other Transaction Documents Transactions are fair to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests ofof the SPAC and the SPAC’s shareholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and its stockholderstaxes payable on interest earned) as of the date hereof, (iii) approved the Transactions as applicablea Business Combination, (iv) resolved to recommend to SPAC’s shareholders approval of each of the SPAC Transaction Proposals, and (iiv) authorizing and approving resolved to, immediately following the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part consummation of the Company or any First Merger at the First Effective Time, seek approval of its shareholders to enter into this Agreement or each of the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalSPAC Second Merger Proposals.

Due Authorization. (a) The Other than the Company Shareholders’ Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the CompanyCompany Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Initial Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Initial Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to the Company Charter) is present, the approval and authorization of the Acquisition Merger and the Plan of Acquisition Merger shall require approval by a special resolution of the holders of at least two-thirds (2/3) of the issued and outstanding Company Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the Company Board and held for such purpose (the “Company Shareholders’ Approval”). The foregoing votes are the only votes of any of the Company Shares necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Acquisition Closing. (c) On or prior to the date of this Agreement, the board of directors of the Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholdersshareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Transactions other than the Company Shareholder Shareholders’ Approval.

Due Authorization. (a) The Company Buyer has all requisite company or corporate power, as applicable, power and authority to execute execute, deliver and deliver perform this Agreement and the other documents Ancillary Agreements to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby thereby. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements to perform all which it is a party, the performance by Buyer of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby (including the Restructuring) have been duly and validly authorized and approved by all requisite corporate action on the part of Buyer (including on the part of its board of directors of the Companydirectors), and no other company corporate actions or corporate proceeding proceedings on the part of the Company is Buyer are necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company Buyer of this Agreement and Agreement, the other Transaction Documents Ancillary Agreements to which the Company it is a party contemplated hereby and or the transactions contemplated hereby and or thereby. Buyer has duly and validly executed and delivered this Agreement and, prior to or at the Closing, Buyer will have duly and validly executed and delivered the Ancillary Agreements to which it is a party. This Agreement constitutes, and upon execution and delivery thereof the Ancillary Agreements to which Buyer is a party will constitute, assuming due execution and delivery hereof and thereof by all other parties hereto and thereto, legal, valid and binding obligations of Buyer, enforceable against Buyer in accordance with their respective terms, except as may be limited by the Enforceability Limitations. No “fair price,” “moratorium,” “control share acquisition” or other corporate action is required on the part of the Company similar antitakeover statute or any of its shareholders similar statute or regulation applies to enter into Buyer with respect to this Agreement or the documents to which the Company is a party transactions contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalhereby.

Due Authorization. (a) The Company Each of Acquiror and Merger Sub has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents Transaction Documents to which it is, or is specified to be, a party contemplated hereby party, and (subject to the approvals described in Section 5.5discussed below) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery of this Agreement and the other Transaction Documents to which the Company Acquiror and/or Merger Sub, as applicable, is specified to be, a party contemplated hereby party, and the consummation of the transactions contemplated hereby and thereby by Acquiror and/or Merger Sub, as applicable, have been duly and validly authorized and approved by the board Board of directors Directors of Acquiror and approved by Acquiror as the Companysole member of Merger Sub, and no other company or corporate proceeding on the part of the Company Acquiror or Merger Sub is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange ClosingAgreement, the other Transaction Documents to which it is, or is specified to be, a party, or the Company is a party transactions contemplated hereby will be, and thereby. This Agreement has been duly and validly executed and delivered by each of Acquiror and Merger Sub, and Acquiror and/or Merger Sub, as applicable, will, subject to the Company terms and conditions hereof, and, at or prior to the Closing, will, subject to the terms and conditions hereof, duly execute and deliver each other Transaction Document to which it is specified to be a party, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each other Transaction Documents Document to which the Company Acquiror and/or Merger Sub, as applicable, is specified to be a party contemplated hereby upon execution thereof will constitute, constitute a legal, valid and binding obligation of the CompanyAcquiror and Merger Sub, enforceable against the Company Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents to which it is a party contemplated hereby and (Related Agreements, and, subject to obtaining the approvals described in Section 5.5) Stockholder Approval, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement, the Related Agreements, and the compliance by the Company with each of the provisions of this Agreement and the other Transaction Documents to which Related Agreements (i) are within the Company is a party contemplated hereby corporate power and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors authority of the Company, and no other company or (ii) subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated herebyCompany. This Agreement has been, and on or prior to each of the Share Exchange ClosingRelated Agreements, when executed and delivered by the other Transaction Documents to which the Company is a party contemplated hereby Company, will be, duly and validly executed and delivered by the Company and this Company. This Agreement constitutes, and on or prior to each of the Share Exchange ClosingRelated Agreements, the other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company (the "Board of Directors") and will be effective upon the Closing. (b) On or prior to The Shares have been duly authorized by the date of Company and, when issued, sold and delivered in accordance with this Agreement, the board of directors Shares will be validly issued, fully paid and nonassessable. At the Closing, no further approval or authority of the Company has duly adopted resolutions stockholders or the Board of Directors under the Delaware General Corporation Law (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of"DGCL"), the Company and its stockholders, as applicable, and rules of the New York Stock Exchange (iithe "NYSE") authorizing and approving or the execution, delivery and performance consent of any other party will be required for the issuance of the Shares. The shares of Common Stock issuable upon conversion of the Shares have been duly authorized by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part and, when issued upon conversion of the Company or any Shares in accordance with the Series A Certificate of its shareholders to enter into this Agreement Designations or the documents to which Series B Certificate of Designations, as appropriate, will be validly issued, fully paid and nonassessable. At the Company is a party contemplated hereby Closing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and no further approval or to approve authority of the Transactionsstockholders or the Board of Directors under the DGCL, the rules of the NYSE or the consent of any other party, other than the Company Shareholder Approvalapproval of the NYSE and the Pacific Exchange, Inc. (the "PCX") of the listing of such shares of Common Stock on the NYSE and PCX, will be required for such issuance of Common Stock. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares or the issuance of shares of Common Stock issuable upon conversion of the Shares other than such rights held pursuant to the Goldman Governance Agreement, the Restated Governance Agreement and the Stockholders Agreement.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors of the CompanyCompany Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Company. This Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the board of directors of the Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby Transactions and thereby(iii) recommending that the holders of the Company Common Stock approve this Agreement and the Transactions, including the Merger. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Other than the Company Shareholder Approval and the shareholder special resolutions to be passed by the Company under the laws of Gibraltar prior to, and in connection with the approval of, the Re-domiciliation and Continuation (the “Re-domiciliation and Continuation Shareholder Approval”), the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5‎Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the CompanyCompany Board, and other than the Company Shareholder Approval and the Re-domiciliation and Continuation Shareholder Approval, no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Acquisition Merger Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Acquisition Merger Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to the Company Charter) is present, the approval and authorization of the Acquisition Merger and the Plan of Acquisition Merger shall require approval by a special resolution of the holders of at least two-thirds (2/3) of the Company Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the Company Board and held for such purpose (the “Company Shareholder Approval”). The Company Shareholder Approval and the Re-domiciliation and Continuation Shareholder Approval are the only votes of any of the Company Shares necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Acquisition Merger Closing. (c) On or prior to the date of this Agreement, the board of directors of the Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholdersshareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Transactions other than the Company Shareholder Approval.

Due Authorization. (a) The Company Terex has all requisite company or corporate powerright, as applicable, power and authority to execute and deliver this Agreement and enter into the other documents Transaction Documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby thereby. The execution and delivery of the Transaction Documents to which it is a party by Terex and the compliance by Terex with all of the provisions of the Transaction Documents to which it is a party and consummation by Terex of the transactions contemplated thereby have been duly authorized by all requisite corporate proceedings on the part of Terex. The Transaction Documents to which Terex is a party have been duly executed and delivered by Terex and constitute the valid and binding agreements of Terex enforceable in accordance with their terms, except that (i) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights, and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to perform the discretion of the court before which any proceeding therefor may be brought. (b) The Purchaser has all of its obligations hereunder right, power and thereunderauthority to enter into this Agreement and to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and compliance by the other Transaction Documents to which Purchaser with all the Company is a party contemplated hereby provisions of this Agreement and consummation by the consummation Purchaser of the transactions contemplated hereby (i) are within the power and thereby authority of the Purchaser; and (ii) have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding all requisite proceedings on the part of the Company is necessary to authorize this Agreement and Purchaser (including the other Transaction Documents to which approval or consent of the Company is a party contemplated herebystockholders of the Purchaser). This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, been duly and validly executed and delivered by the Company Purchaser and this Agreement constitutes, and on or prior to constitutes the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the CompanyPurchaser, enforceable against the Company in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws affecting now or hereafter in effect relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable' rights, and (ii) authorizing the remedy of specific performance and approving injunctive and other forms of equitable relief may be subject to equitable defenses and to the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part discretion of the Company or court before which any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalproceeding therefor may be brought.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is or will be a party contemplated hereby party, to perform its obligations hereunder and (thereunder and, subject to obtaining the approvals described in Section 5.5) Company Required Approval, the effectiveness of the Proxy/Registration Statement, receipt of the Regulatory Approvals, distribution of the Company Information Circular, and approval by the Court of the Arrangement and entry of the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby thereby. All corporate action on the part of each of the GNQ Companies and to perform all of its obligations hereunder their respective directors, officers and thereunder. The shareholders necessary for the (a) authorization, execution and delivery by the Company of this Agreement and the other Transaction Documents Ancillary Agreements to which the Company it is or will be a party contemplated hereby and the party, (b) consummation of the transactions contemplated hereby Transactions and thereby have been duly and validly authorized and approved by the board (c) performance of directors all of the Company’s obligations hereunder or thereunder has been taken or will be taken prior to the Closing, and no other company or corporate proceeding on subject to (i) obtaining the part Company Required Approval, (ii) the receipt of the Company is necessary to authorize this Interim Order and the Final Order and (iii) the receipt of the Regulatory Approvals (as defined below). This Agreement and the other Transaction Documents Ancillary Agreements to which the Company it is or will be a party contemplated hereby. This Agreement has been(assuming due authorization, execution and on delivery by each other party hereto and thereto) constitute or prior will constitute at the Closing (with respect to the Share Exchange Ancillary Agreements to be executed at the Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, ) valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject to except (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar other Laws of general application affecting enforcement of creditors’ rights generally and subject(ii) as limited by Laws relating to the availability of specific performance, as to enforceability, to injunctive relief or other equitable remedies or by general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company Each Seller has all requisite company or corporate power, (as applicable, the case may be) power and authority to execute and deliver enter into this Agreement and the other documents Related Agreements to which it such Seller is to be a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderand, if applicable, thereby. The execution execution, delivery and delivery performance of this Agreement by each Seller and the other Transaction Documents Related Agreements by each Seller which is to which the Company is be a party contemplated hereby thereto, and the consummation of the transactions contemplated hereby and thereby have by each Seller, has been duly and validly authorized and approved by the board of directors of the Company, each Seller and no other company or corporate action or proceeding on the part of the Company any Seller is necessary to authorize this Agreement Agreement, the Related Agreements to which such Seller is to be a party and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party transactions contemplated hereby will be, and thereby. Each Seller has duly and validly executed and delivered this Agreement and prior to or at the Closing will duly and validly execute and deliver the Related Agreements to which any such Seller is a party. Assuming the due authorization, execution and delivery of this Agreement and the Related Agreements by the Company other parties hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of each Seller and, upon execution and delivery of the CompanyRelated Agreements to which any such Seller is a party, such Related Agreements will constitute legal, valid and binding obligations of the Seller that is a party to any Related Agreement, in each case, enforceable against the Company in accordance with its respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect that affect the enforcement of creditors’ rights generally and subject, as to enforceability, to general by equitable limitations on the availability of specific remedies and by principles of equityequity (collectively, “Enforceability Limitations”). (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Subject to the approval of the Reserved Issuances at the General Meeting, the Company has all requisite company or corporate powerthe full right, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby Transaction Documents and to perform all of and discharge its obligations hereunder therein; and thereunder. The execution and delivery of following such approval at the General Meeting, this Agreement and the other Transaction Documents to which and the performance by the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby its obligations therein will have been duly and validly authorized and approved by the board of directors of the Companyauthorized, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, have been duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is will constitute a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. . Following shareholder approval of such matters at the General Meeting, the shareholders of the Company will have fully and irrevocably waived their preferential subscription rights in favor of : (i) any industrial partner that has a similar, complementary or related business to that of the Company (ii) institutional or strategic investors (a) that have, as the case may be, the status of Qualified Institutional Buyers or Institutional Accredited Investors within the meaning of U.S. law, of qualified investors within the meaning of Regulation (EU) 2017/1129 of 14 June 2017 or an equivalent status under the rules applicable in its country of incorporation; and (b) On or prior to the date of this Agreement, the board of directors of that invest in companies with high growth potential which includes investments in small/mid cap equities; (iii) any institution that acts as a depository in connection with any offering by the Company has duly adopted resolutions of American Depositary Shares registered with the SEC; or (iv) any investment services providers likely to guarantee the completion of an issue intended to be placed with the persons referred to in (i) determining that to (ii) above or within the framework of the implementation of an equity or bond line and, within this Agreement framework, to subscribe to the securities so issued. The issuance and sale of the Securities as contemplated hereby and by the Pre-Funded Warrants and the Common Warrants will not be subject to, and will not violate, any preferential subscription rights (other Transaction Documents than those that have been fully and irrevocably waived). Except as set forth in the Company Reports, there are no securities or instruments issued by or to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance containing anti-dilution or similar provisions that will be triggered by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part issuance of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalSecurities at Closing that have not been fully and irrevocably waived.

Due Authorization. Each of the Company, PubCo and Merger Sub has all requisite corporate power and authority to: (a) The Company has all requisite company or corporate powerexecute, as applicable, deliver and authority to execute and deliver perform this Agreement and the other documents Transaction Agreements to which it is a party; and (b) carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated by the Transaction Agreements to which it is a party contemplated hereby (including, if and (as applicable, the Merger and the Share Exchange), in each case, subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder4.5. The execution and delivery by each of the Company, PubCo and Merger Sub of this Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby and the consummation by it of the transactions contemplated hereby and thereby Transactions have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized and approved by all requisite actions, including approval by the respective board of directors of the Company, PubCo and Merger Sub and the Merger Sub Stockholder Approval, as required by Applicable Law, no other company or corporate proceeding on the part of the Company Company, PubCo or Merger Sub is necessary to authorize this Agreement. This Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby. This Agreement has beenhave been (or, and on or prior for the Transaction Agreements to the Share Exchange be executed at Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, ) duly and validly executed and delivered by the Company each of the Company, PubCo and Merger Sub and (assuming this Agreement constitutesand such other Transaction Agreements constitute (or, and on or prior for the Transaction Agreements to the Share Exchange be executed at Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, ) a legal, valid and binding obligation of the other Parties hereto and thereto) constitute (or, for the Transaction Agreements to be executed at Closing, will constitute) the legal, valid and binding obligation of each of the Company, PubCo and Merger Sub (as applicable) enforceable against the Company Company, PubCo and Merger Sub (as applicable) in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether considered in a proceeding at law or in equity. ) (b) On or prior to the date of this Agreementcollectively, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval“Remedies Exception”).

Due Authorization. (a) The Each of the Company and Merger Sub has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.54.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company Board and validly authorized and approved by the board of directors of the CompanyMerger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.05, no other company or corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and the or any other Transaction Documents to which Agreements or the Company is a party contemplated herebyCompany’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which Agreement has been or will be (when executed and delivered by the Company is a party contemplated hereby will beor Merger Sub as applicable), duly and validly executed and delivered by the Company or Merger Sub, as applicable, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement constitutes or will constitute, a legal, valid and binding obligation of the CompanyCompany or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the board of directors Company Board has unanimously (i) determined that it is in the best interests of the Company has duly adopted resolutions (i) determining that and the Company Shareholders, and declared it advisable, for the Company to enter into this Agreement and the other Transaction Documents Agreements to which the Company is or will be a party; (ii) approved this Agreement, the other Transaction Agreements to which the Company is or will be a party contemplated hereby and the transactions contemplated hereby Transactions, including the Mergers, the First Plan of Merger and thereby are advisable the Second Plan of Merger; and fair to(iii) adopted a resolution recommending to the Company Shareholders the approval of the Company Transaction Proposals. On or prior to the date of this Agreement, the Company Shareholder Approval was duly and validly obtained pursuant to the Written Consent. On or prior to the date of this Agreement, the board of directors of Merger Sub has unanimously (i) determined that it is in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of Merger Sub to enter into this Agreement and the other Transaction Documents Agreements to which Merger Sub is or will be a party and (ii) approved this Agreement, the Company other Transaction Agreements to which Merger Sub is or will be a party and the Transactions to which Merger Sub is a party contemplated hereby party, including the First Merger and First Plan of Merger. On or prior to the date of this Agreement, the Company, in its capacity as the sole shareholder of Merger Sub, has approved this Agreement and the transactions contemplated hereby other Transaction Agreements to which Merger Sub is or will be a party and thereby. No other corporate action the Transactions to which Merger Sub is a party, including the First Merger and the First Plan of Merger, in accordance with applicable Law and the Organizational Documents of Merger Sub. (c) The only approvals or votes required on from the part holders of the Company’s Equity Securities in connection with the consummation of the Transactions, including the Closing, and the approval of the Company or any Transaction Proposals are as set forth on Section 4.03(c) of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalDisclosure Letter.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents to which it is a party contemplated hereby and (Related Agreements, and, subject to obtaining the approvals described in Section 5.5) Stockholder Approval, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement, the Related Agreements, and the compliance by the Company with each of the provisions of this Agreement and the other Transaction Documents to which Related Agreements (i) are within the Company is a party contemplated hereby corporate power and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors authority of the Company, and no other company or (ii) subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated herebyCompany. This Agreement has been, and on or prior to each of the Share Exchange ClosingRelated Agreements, when executed and delivered by the other Transaction Documents to which the Company is a party contemplated hereby Company, will be, duly and validly executed and delivered by the Company and this Company. This Agreement constitutes, and on or prior to each of the Share Exchange ClosingRelated Agreements, the other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company (the "Board of Directors") and will be effective upon the Closing. (b) On or prior to The Shares have been duly authorized by the date of Company and, when issued, sold and delivered in accordance with this Agreement, the board of directors Shares will be validly issued, fully paid and nonassessable. At the Closing, no further approval or authority of the Company has duly adopted resolutions stockholders or the Board of Directors under the Delaware General Corporation Law (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of"DGCL"), the Company and its stockholders, as applicable, and rules of the New York Stock Exchange (iithe "NYSE") authorizing and approving or the execution, delivery and performance consent of any other party will be required for the issuance of the Shares. The shares of Common Stock issuable upon conversion of the Shares have been duly authorized by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part and, when issued upon conversion of the Company or any Shares in accordance with the Series A Certificate of its shareholders to enter into this Agreement Designations or the documents to which Series B Certificate of Designations, as appropriate, will be validly issued, fully paid and nonassessable. At the Company is a party contemplated hereby Closing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and no further approval or to approve authority of the Transactionsstockholders or the Board of Directors under the DGCL, the rules of the NYSE or the consent of any other party, other than the Company Shareholder Approvalapproval of the NYSE and the Pacific Exchange, Inc. (the "PCX") of the listing of such shares of Common Stock on the NYSE and PCX, will be required for such issuance of Common Stock. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares or the issuance of shares of Common Stock issuable upon conversion of the Shares other than such rights held pursuant to the Goldman Governance Agreement, the Restated Goldman Governance Agreement and the Stockholders Agreement.

Due Authorization. (ai) The Company Each of the Issuer and the Guarantor has all requisite company or the necessary corporate power, as applicable, power and authority to execute enter into and deliver perform its obligations under this Agreement, the Indenture and the Securities and to issue and sell the Securities pursuant to this Agreement and the other documents Indenture. Each of the Issuer and the Guarantor have taken all corporate action required to which it is a party authorize the execution and performance of this Agreement, the Indenture, the Securities and the issue and sale of the Securities. (ii) The Notes, when issued, will be in the form contemplated hereby and (subject to by the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderIndenture. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Notes have been duly and validly authorized and approved by the board of directors Issuer and, when executed by the Issuer and authenticated by the Trustee in accordance with the provisions of the CompanyIndenture and when delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and legally binding obligations of the Issuer, entitled to the benefits of the Indenture, and no enforceable against the Issuer in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other company similar laws now or corporate proceeding on hereafter in effect relating to or affecting creditors’ rights generally, and (ii) general principles of equity and the part discretion of the Company is necessary to authorize this Agreement court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (iii) Each of the Issuer and the other Transaction Documents Guarantor has the necessary corporate power and authority to which execute, deliver and perform its obligations under the Company is a party contemplated herebyIndenture. This Agreement The Indenture has beenbeen duly qualified under the Trust Indenture Act. The Indenture has been duly authorized by the Issuer and the Guarantor and, when duly executed and delivered by or on or prior behalf of the Issuer and the Guarantor (assuming the due authorization, execution and delivery by the Trustee), the Indenture will constitute the valid and binding obligation of the Issuer and the Guarantor, enforceable against each of the Issuer and the Guarantor in accordance with its terms, except that the enforcement thereof may be subject to the Share Exchange ClosingEnforceability Exceptions. (iv) The Guarantee has been duly authorized by the Guarantor and, when the other Transaction Documents to which the Company is a party contemplated hereby will be, Indenture has been duly and validly executed and delivered by the Company parties thereto and the Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement constitutes, and on or prior to the Share Exchange ClosingAgreement, the other Transaction Documents to which the Company is a party contemplated hereby Guarantee will constitute, constitute a legal, valid and binding obligation of the Company, Guarantor enforceable against the Company Guarantor in accordance with its terms, except as the enforcement thereof may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company SPAC has all requisite company or corporate power, as applicable, power and authority to (i) execute and deliver this Agreement Agreement, the Plan of Merger and the other documents to which it is a party contemplated hereby hereby, and (ii) subject to the approvals described in Section 5.5) to receipt of the SPAC Shareholder Approval, consummate the transactions contemplated hereby Transactions and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement Agreement, the Plan of Merger and the other Transaction Documents to which the Company is a party documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the board of directors of the Company, SPAC Board and no (ii) determined by SPAC Board as advisable to SPAC and SPAC Shareholders and recommended for approval by SPAC Shareholders. No other company or corporate proceeding on the part of the Company SPAC is necessary to authorize this Agreement Agreement, the Plan of Merger and the other Transaction Documents to which the Company is a party documents contemplated herebyhereby (other than SPAC Shareholder Approval). This Agreement has been, and on at or prior to the Share Exchange Closing, the Plan of Merger and the other Transaction Documents to which the Company is a party documents contemplated hereby will be, duly and validly executed and delivered by SPAC, and (assuming due authorization, execution and delivery of this Agreement by the Company other Parties and of the Plan of Merger and the other documents to which SPAC is a party contemplated hereby by the other parties thereto) this Agreement constitutes, and on at or prior to the Share Exchange Closing, the Plan of Merger and the other Transaction Documents to which the Company is a party documents contemplated hereby will constitute, a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On The SPAC Shareholder Approval is the only vote of any SPAC Securities necessary in connection with the entry into or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement by SPAC, and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part consummation of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than including the Company Shareholder ApprovalClosing. (c) At a meeting duly called and held, SPAC Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute enter into this Agreement, to perform its obligations hereunder and, subject to the filings under Section ‎2.3, to consummate the Transactions, and deliver except for obtaining the Company Shareholder Approval, no other corporate actions or proceedings on the part of the Company or its shareholders shall be necessary to authorize this Agreement and the other documents to which it is a party contemplated hereby Transactions. The execution, delivery and (subject to performance by the approvals described Company of this Agreement, and, assuming the representations and warranties set forth in Section 5.5) to consummate the transactions contemplated hereby ‎5.10 are true and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and correct, the consummation by it of the transactions contemplated hereby and thereby Merger, have been duly and validly authorized and approved by the board Company Board and, assuming that the Merger is consummated in accordance with the MBCA, except for filing the MBCA Certificate of directors of Merger with the CompanyMichigan Department pursuant to the MBCA and subject to obtaining the Company Shareholder Approval, and no other company or corporate proceeding action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityTransactions. (b) On or prior to the date of this Agreement, the board of directors of the The Company Board has duly adopted resolutions unanimously (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which consummation of the Company is a party contemplated hereby Transactions, (ii) determining that this Agreement and the transactions contemplated hereby Transactions are fair to and thereby. No other corporate action is required on in the part best interests of the Company or any of its shareholders to enter into and the Company’s shareholders, (iii) adopting and declaring advisable this Agreement or and the documents to which consummation of the Merger and (iv) in accordance with Section 782 of the MBCA, exempting Parent, Merger Sub, this Agreement and the Transactions from the requirements of Section 780 of the MBCA, and (v) recommending that the shareholders of the Company approve this Agreement (the “Recommendation”), which resolutions have not, except after the date of this Agreement as permitted by Section ‎6.4, been subsequently rescinded, modified or withdrawn. The Company Shareholder Approval is a party contemplated hereby or the only vote of holders of securities of the Company which is required to approve this Agreement and consummation of the Merger and the other Transactions. (c) The Company has duly and validly executed and delivered this Agreement. Assuming the due authorization, other than execution and delivery hereof by Parent, Merger Sub and Guarantor, this Agreement constitutes a legal, valid and binding obligation of the Company Shareholder Approvalenforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance moratorium, reorganization or similar Laws now or hereafter in effect which affect the enforcement of creditors’ rights generally and by rules of Law governing specific performance, injunctive relief and equitable principles (the “Enforceability Exceptions”).

Due Authorization. (a) The Other than the Company Stockholder Approvals and the consents listed on Section 4.2 of the Company Disclosure Letter, each Murano Party and Group Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.54.4) to consummate the transactions contemplated hereby and thereby (including the Reorganization) and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the each Murano Party and Group Company is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby (including the Reorganization) have been duly and validly authorized and approved by the board shareholders, Board of directors Directors or similar governing body of such Murano Party and of the Group Company, to the extent applicable and required under applicable Law, and no other company corporate, or corporate contractual proceeding other than the Company Stockholder Approvals on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company any Murano Party is or will be a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange ClosingClosing and upon execution by a Murano Party, the such other Transaction Documents documents to which the Company such Murano Party is or will be a party contemplated hereby will be, duly and validly executed and delivered by the Company such Murano Party and this Agreement subject to obtaining the authorizations listed on Section 4.2 of the Company Disclosure Letter, constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company such Murano Party is or will be a party contemplated hereby will will, subject to obtaining the authorizations listed on Section 4.2 of the Company Disclosure Letter, constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Companysuch Murano Party, enforceable against the Company such Murano Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, concurso mercantil, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (bi) On or prior to the date of this Agreement, the board of directors shareholders of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) prior to the Closing Date, each Group Company shall have duly adopted resolutions authorizing and approving the execution, delivery and performance by the Company and by each of the Group Company of the Reorganization and this Agreement and the other Transaction Documents documents to which the Company or the applicable Group Company is or will be a party contemplated hereby and the transactions contemplated hereby and therebythereby (including the Merger and the Reorganization). No other corporate action is required on the part of the Company Company, the Group Companies or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company or the applicable Group Company is or will be a party contemplated hereby or to approve the Transactions, Reorganization or Merger other than the Company Shareholder ApprovalStockholder Approvals and the corporate resolutions referred in this Section 4.2(b). (c) The representative of each Murano Party executing this Agreement has the necessary power and authority to execute this Agreement on its behalf, which powers and authorities have not been modified, limited or revoked in any manner as of the date hereof. (d) ESC (i) is mentally competent and in all respects of sound mind, (ii) is over the age of 18, (iii) is used to managing his financial affairs, (iv) has not had a conservator or guardian appointed for him pursuant to a court order, (v) is familiar with and fully understands the nature, purpose and effect of this Agreement and the transactions contemplated hereby, and (vi) is a Mexican national, with legal capacity to execute this Agreement and any other ancillary document to which he is or will be a party, and to perform his obligations hereunder and thereunder. The execution by ESC of this Agreement and the ancillary documents to which he is a party, the performance of his obligations hereunder and thereunder and the consummation of the transactions provided for herein and therein have been validly authorized by all necessary action of ESC. For the avoidance of doubt, ESC represents that he is not married under applicable Law.

Due Authorization. (a) The Company HCM has all requisite company or corporate power, as applicable, power and authority to (x) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby hereby, and (subject to the approvals described in Section 5.5y) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party documents contemplated hereby hereby, and the consummation of the transactions contemplated hereby and thereby thereby, have been (i) duly and validly authorized and approved by the board Board of directors Directors of HCM and (ii) determined by the CompanyBoard of Directors of HCM as advisable to HCM and the HCM Shareholders, and no recommended for approval by the HCM Shareholders. No other company or corporate proceeding on the part of the Company HCM is necessary to authorize this Agreement and the documents contemplated hereby (other Transaction Documents to which than the Company is a party contemplated herebyHCM Shareholder Approval). This Agreement has been, and on at or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party documents contemplated hereby will be, duly and validly executed and delivered by HCM, to the Company extent a party thereto, and this Agreement constitutes, assuming the due authorization, execution and on delivery by the other parties hereto, and at or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party documents contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of HCM, to the Companyextent a party thereto, enforceable against HCM, to the Company extent a party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior Assuming that a quorum (as determined pursuant to the date HCM’s Governing Documents) is present, each of this Agreement, the board of directors those Transaction Proposals shall require approval by an affirmative vote of the Company has duly adopted resolutions holders of at least a: (i) determining that simple majority of the outstanding HCM Ordinary Shares in respect of those Transaction Proposals requiring an ordinary resolution as a matter of Cayman Islands law; or (ii) two-thirds majority in respect of those Transaction Proposals requiring a special resolution as a matter of Cayman Islands law, in each case, entitled to vote, who attend (in person or via proxy) and vote thereupon (as determined in accordance with HCM’s Governing Documents) at a shareholders’ meeting duly called by the Board of Directors of HCM and held for such purpose. (c) HCM Shareholder Approval is the only approval or consent required to be obtained from HCM Shareholders in connection with entry into this Agreement by HCM and the other Transaction Documents to which the Company is a party contemplated hereby and consummation of the transactions contemplated hereby hereby, including the Merger and thereby are advisable the Closing. (d) At a board meeting duly called and fair to, and in the best interests ofheld, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company Board of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and Directors of HCM has unanimously approved the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into by this Agreement or the documents to which the Company is as a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalBusiness Combination.

Due Authorization. (a) The Company Each of ListCo and Merger Sub has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Ancillary Document to which it is or will be a party contemplated hereby and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.54.03 or Section 4.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Ancillary Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board ListCo Board, the sole stockholder of directors Merger Sub, and the sole director of the Company, Merger Sub and no other company corporate or corporate equivalent proceeding on the part of the Company ListCo or Merger Sub is necessary to authorize this Agreement or such other Ancillary Documents or ListCo’s or Merger Sub’s performance hereunder or thereunder, except for the adoption and approval by the other Transaction Documents ListCo Stockholders of the issuance of the ListCo Class A Common Stock underlying the Pre-Funded Warrants, as contemplated by this Agreement and as required to which the Company is a party contemplated herebycomply with Nasdaq listing rules. This Agreement has been, and on each Ancillary Document has been or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, be (when executed and delivered by ListCo and Merger Sub) duly and validly executed and delivered by the Company ListCo and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and on each Ancillary Document constitutes or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, constitute a legal, valid and binding obligation of the CompanyListCo and Merger Sub, enforceable against the Company ListCo and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to At a meeting duly called and held, the date ListCo Board has unanimously: (i) approved and declared advisable this Agreement and the other Ancillary Documents and the Transactions including the execution, delivery, and performance thereof, and the consummation of the Transactions contemplated by this Agreement, including the board of directors Merger and the issuance of the Company has duly adopted resolutions ListCo Class A Common Stock and the Pre-Funded Warrants, upon the terms and subject to the conditions set forth herein, (iii) determining determined that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in the best interests ofof ListCo and the ListCo Stockholders, (iii) directed that the Company and its stockholdersissuance of the ListCo Class A Common Stock underlying the Pre-Funded Warrants, as applicablecontemplated by this Agreement and as required to comply with Nasdaq listing rules, be submitted to a vote of the ListCo Stockholders for adoption at the Stockholder Meeting, and (iiiv) authorizing resolved to recommend that the ListCo Stockholders vote in favor of approval of such proposal (the “ListCo Board Recommendation”). (c) At a meeting duly called and approving held, the execution, delivery sole director of the of Merger Sub has: (i) approved and performance by the Company of declared advisable this Agreement and the other Transaction Ancillary Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of Merger Sub and its sole stockholder, and (iii) resolved to recommend the adoption of this Agreement by the sole stockholder of Merger Sub. (d) The sole stockholder of Merger Sub has approved this Agreement and the other than Ancillary Documents and the Company Shareholder ApprovalTransactions.

Due Authorization. (a) The Company has all requisite company or the corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance and delivery of the Securities by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . Prior to the date Closing, the Conversion Shares will be validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series F Preferred Stock and the Series G Preferred Stock will be as set forth in the Certificate of Designation for the Series F Preferred Stock and the Certificate of Designation for the Series G Preferred Stock (collectively, the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The terms of the Warrants will be set forth in a Warrant, the form of which is attached to this Agreement as Exhibit 2.2C. The Securities issued to the Purchasers in accordance with the terms of the Certificates of Designation or Warrant, as applicable, when issued and delivered in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable, free and, except as provided in Section 4.9 hereof, clear of any Encumbrances and not subject to the board of directors preemptive or other similar rights of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part stockholders of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Subject to any required approvals of the Bankruptcy Court, the Company has all shall have the requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to which it is a party contemplated hereby and (subject to shall have the approvals described in Section 5.5) requisite corporate power and authority to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares, the Warrants and the Commitment Shares by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the New Common Stock issuable upon conversion of the Series A Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the New Common Stock issuable upon exercise of the Warrants (the "Warrant Shares), and the consummation by the Company of the transactions contemplated hereby and thereby) (i) are within the corporate power and authority of the Company and (ii) upon confirmation of the Plan, shall have been duly authorized by all necessary corporate action of the Company. Subject to any required approvals of the Bankruptcy Court, this Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will shall be, duly and validly executed and delivered by the Company Company. Assuming due authorization, execution and delivery by each Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will shall constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . The terms, designations, powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions of the Series A Preferred Stock shall be as set forth in the Preferred Stock Certificate of Designation. After giving effect to the date Reorganization, (x) the Preferred Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the board preemptive or other similar rights of directors the stockholders of the Company, (y) the Conversion Shares and the Warrant Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of the Preferred Stock Certificate of Designation and the Warrant Agreement, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company has duly adopted resolutions and (iz) determining that the Commitment Shares, when issued and delivered in accordance with the terms of this Agreement Agreement, shall be validly issued and the other Transaction Documents to which the Company is a party contemplated hereby outstanding, fully paid and the transactions contemplated hereby and thereby are advisable and fair tonon-assessable, and in not subject to the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the preemptive or other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part similar rights of the Company or any stockholders of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Company Each of Parent and M▇▇▇▇▇ Sub has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents Transaction Documents to which it is or will be a party contemplated hereby at the Effective Time and (subject to the approvals receipt of the Consents described in Section 5.56.4, the Parent Shareholder Approval and the Merger Sub Shareholder Approval) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The execution and delivery by each of Parent and Merger Sub of this Agreement and the other Transaction Documents to which the Company it is or will be a party contemplated hereby at the Effective Time and the consummation by each of Parent and Merger Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the board of directors of Parent Shareholder Approval and the CompanyMerger Sub Shareholder Approval, and no other company or corporate proceeding action on the part of the Company Parent or Merger Sub is necessary to authorize this Agreement and or the other Transaction Documents to which the Company it is or will be a party contemplated herebyat the Effective Time. This Each of this Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company it is or will be a party contemplated hereby at the Effective Time has been, or when executed and delivered will be, duly and validly executed and delivered by the Company Parent and (assuming that this Agreement constitutes, and on or prior to the Share Exchange Closing, the such other applicable Transaction Documents to which each of the Company or SpinCo is or will be a party contemplated hereby will constitute, at the Effective Time constitutes a legal, valid and binding obligation of each of the CompanyCompany and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Parent and Merger Sub (as applicable), enforceable against the Company Parent and Merger Sub (as applicable) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) On Assuming that a quorum (as determined pursuant to Parent’s Governing Documents) is present: (i) each of those Transaction Proposals identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by a special resolution under the CICA (being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); (ii) each of those Transaction Proposals identified in clauses (D), (E), (F) and (I), of Section 7.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (iii) each of those Transaction Proposals identified in clauses (G) and (H), of Section 7.4(e)(ii), in each case, shall require approval by the number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and the Governing Documents of Parent. (c) The foregoing votes are the only votes of any of Parent’s share capital necessary in connection with entry into this Agreement by P▇▇▇▇▇ and Merger Sub and the consummation of the Transactions, including the Closing. (d) At a meeting duly called and held, or prior to by written resolutions of the date of this Agreement, the board of Parent Board signed by all directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is Parent in lieu of a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests ofmeeting, the Company and its stockholders, Parent Board has unanimously approved the Transactions as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalBusiness Combination.

Due Authorization. (a) The Each of the Company Parties has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.55.6) to consummate the transactions contemplated hereby Transactions and thereby the FST Restructuring, and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party Parties are parties contemplated hereby and the consummation of the transactions contemplated hereby Transactions and thereby the FST Restructuring have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company Parties is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party Parties are parties contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party documents contemplated hereby will be, duly and validly executed and delivered by each of the Company Parties, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties hereto, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which each of the Company Parties is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other Parties thereto, a legal, valid and binding obligation of the CompanyCompany Parties, enforceable against the Company Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of each of the Company Parties has duly adopted resolutions (i) determining that this Agreement Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby FST Restructuring are advisable and fair to, and in the best interests of, each of the Company Parties and its stockholders, as applicable, the Company Shareholders and (ii) authorizing and approving the execution, delivery and performance by the Company Parties of this Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the FST Restructuring. Certified copies of the resolutions described in this Section 5.4(b) have been provided to SPAC prior to the execution and delivery of this Agreement and the other Transaction Documents to which by the Company is a party contemplated hereby and the transactions contemplated hereby and therebyParties. No other corporate action is required on the part of the Company or any of its shareholders the Company Shareholders to enter into this Agreement or the documents to which each of the Company is a Parties are party contemplated hereby or to approve the Transactions, Transactions and the FST Restructuring other than the Company Shareholder ApprovalApprovals.

Due Authorization. (a) The Company Metaldyne has all requisite company or full corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents Related Agreements to which it is to be a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and consummate the transactions contemplated hereby and thereby. No The execution, delivery and performance by Metaldyne of this Agreement and the Related Agreements to which it is to be a party have been duly and validly approved by all other corporate action is required actions or proceedings on the part of Metaldyne necessary to authorize this Agreement, the Company Related Agreements to which it is to be a party or any of its shareholders to enter into the transactions contemplated hereby and thereby. Metaldyne has duly and validly executed and delivered this Agreement and, on the Closing Date, will have duly and validly executed and delivered, the Related Agreements to which it is to be a party. This Agreement constitutes and, on the Closing Date, the Related Agreements to which it is to be a party will constitute (assuming, in each case, due execution and delivery by the other parties thereto) legal, valid and binding obligations of Metaldyne, enforceable against Metaldyne in accordance with their respective terms, except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization, fraudulent transfer or other similar laws of general applicability relating to or affecting creditors' rights from time to time in effect and general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law. (b) The shares of Series A-1 Preferred Stock, par value $1.00 per share, having the rights, privileges and preferences set forth in the form of Certificate of Designation attached to the Operating Agreement (the "Series A-1 Preferred Stock"), issuable to Seller in connection with a Metaldyne Call Option Closing have been duly authorized for issuance and sale to Seller pursuant to the Operating Agreement, and, when issued and delivered by Metaldyne pursuant to the Operating Agreement against payment of the consideration set forth therein, will be validly issued, fully paid and non-assessable. The shares of the Series A-2 Preferred Stock, par value $1.00 per share, having the rights, privileges and preferences set forth in the Certificate of Designation attached to the Operating Agreement (the "Series A-2 Preferred Stock"), issuable to the holders of the Series A-1 Preferred Stock in exchange for shares of Series A-1 Preferred Stock pursuant to such Certificate of Designation have been duly authorized for issuance pursuant to the terms of such Certificate of Designation, and when issued and delivered by Metaldyne pursuant thereto will be validly issued fully paid and nonassessable. Any such issuance of shares of the Series A-1 Preferred Stock or the documents Series A-2 Preferred Stock is not subject to which the Company is a party contemplated hereby any preemptive or to approve the Transactions, other than the Company Shareholder Approvalsimilar rights of any security holder of Metaldyne.

Due Authorization. (a) The Company Each of TopCo and Merger Sub has all the requisite corporate, limited liability company or corporate power, as applicable, other similar power and authority to execute and deliver this Agreement and the other documents each Transaction Document to which it is a party contemplated hereby or will be a party and (subject to the approvals described in Section 5.5) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby thereby. Subject to the receipt of the approvals and consents to perform all of its obligations hereunder be obtained by Merger Sub pursuant to Section 7.06, the execution, delivery and thereunder. The execution and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate (or other similar) action on the part of each of TopCo and validly authorized and approved by the board of directors of the Company, Merger Sub and no other company or corporate proceeding on the part of TopCo or Merger Sub, as the Company case may be, is necessary to authorize this Agreement and the other or such Transaction Documents to which or performance by TopCo or Merger Sub, as the Company is a party contemplated herebycase may be, hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the other each Transaction Documents Document to which TopCo or Merger Sub, as the Company is a case may be, will be party contemplated hereby will be, duly and validly executed and delivered by TopCo or Merger Sub, as the Company case may be, and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Document to which TopCo or Merger Sub, as the Company is a party contemplated hereby case may be, will constitutebe party, will constitute a legal, valid and binding obligation of TopCo or Merger Sub, as the Companycase may be, enforceable against TopCo or Merger Sub, as the Company case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company Other than the Acquiror Shareholder Approval, Acquiror has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) 5.7), to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company Acquiror is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (A) favorably recommended by the Special Committee of the Acquiror Board, (B) duly and validly authorized and approved by the board of directors Acquiror Board and (C) determined by the Special Committee of the Company, Acquiror Board and no the Acquiror Board as advisable to Acquiror and the Acquiror Shareholders and recommended for approval by the Acquiror Shareholders. No other company or corporate proceeding on the part of the Company Acquiror is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company Acquiror is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Initial Closing, the other Transaction Documents documents to which the Company Acquiror is a party contemplated hereby will be, duly and validly executed and delivered by the Company Acquiror, and this Agreement constitutes, and on or prior to the Share Exchange Initial Closing, the other Transaction Documents documents to which the Company Acquiror is a party contemplated hereby will constitute, a legal, valid and binding obligation of the CompanyAcquiror, enforceable against the Company Acquiror in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present: (i) the Transaction Proposal identified in clause (A) of Section 9.2(a)(i) shall require approval by special resolution (as defined in the Cayman Companies Act) of the Acquiror’s Shareholders, which requires an affirmative vote of the holders of at least two-thirds of the issued and outstanding Acquiror Shares entitled to vote, who attend (in person or prior to the date of this Agreement, by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the board of directors of Acquiror and held for such purpose; (ii) each of those Transaction Proposals identified in clauses (B) and (C) of Section 9.2(a)(i), in each case, shall require approval by an Ordinary Resolution (as defined in the Company has Acquiror Charter), which requires an affirmative vote of the holders of at least a majority of the issued and outstanding Acquiror Shares entitled to vote who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly adopted resolutions called by the board of directors of Acquiror and held for such purpose. (ic) determining that The foregoing votes (including the Acquiror Shareholder Approval) are the only votes of any of Acquiror’s Shares necessary in connection with entry into this Agreement by Acquiror and the other Transaction Documents to which the Company is a party contemplated hereby and consummation of the transactions contemplated hereby hereby, including the Initial Closing and thereby are advisable the Acquisition Closing. (d) At a meeting duly called and fair to, and in the best interests ofheld, the Company and its stockholders, as applicable, and (ii) authorizing and approving Special Committee has recommended the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and Acquiror Board approve the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into by this Agreement or as a Business Combination, and at a meeting duly called and held, the documents to which Acquiror Board has approved the Company is transactions contemplated by this Agreement as a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalBusiness Combination.

Due Authorization. (a) The Company has all requisite company or the corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance and delivery of the Securities by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . Prior to the date of this AgreementClosing, the board of directors Conversion Shares will be validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Company has duly adopted resolutions Preferred Stock will be as set forth in the Certificate of Designation for the Series B Preferred Stock (i) determining that the "Certificate of Designation"), the form of which is attached to this Agreement and as Exhibit 2.2A. The terms of the other Transaction Documents to which the Company is Warrants will be set forth in a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests ofWarrant, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company form of which is attached to this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalas Exhibit 2.

Due Authorization. (a) The Company Seller Parent has all requisite company or necessary corporate power, as applicable, power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the other documents Ancillary Agreements, to which the extent it is will be a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby thereto, and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized the execution and approved by the board delivery of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents Ancillary Agreements to which the Company is extent it will be a party contemplated herebythereto, and the performance of all of its obligations hereunder and thereunder have been duly authorized by Seller Parent. The signing, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements is not prohibited or limited by, and shall not result in a material breach of or a material default under, any provision of the Organizational Documents of Seller Parent, or of any material Contract binding on Seller Parent, or of any applicable Order, and shall not result in any Lien on any of the Acquired Assets (other than as may result from the action of the Buyers). This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, been duly and validly executed and delivered by Seller Parent, and the Company Ancillary Agreements will, at the Closing, be duly executed and delivered by Seller Parent to the extent Seller Parent is party thereto, and this Agreement constitutes, and when executed and delivered by Seller Parent, to the extent Seller Parent is party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller Parent enforceable against Seller Parent in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally. Seller Parent has on behalf of each Seller the power and authority to make the representations and warranties and enter into the covenants contained herein. (b) Each Seller Party has all necessary corporate power and authority to execute, deliver and perform its obligations under the Ancillary Agreements(s) to which it is a party, and the execution and delivery of such agreement(s) and the performance of all of its obligations thereunder will prior to the Closing have been duly authorized by each such Seller Party. The signing, delivery and performance by each Seller Party of the Ancillary Agreement(s) to which it is a party are not prohibited or limited by, and shall not result in a material breach of or a material default under, any provision of the Organizational Documents of such Seller Party, or of any material Contract binding on such Seller Party, or of any applicable Order, and shall not result in any Lien on any of the Acquired Assets (other than as may result from the action of the Buyers). The Ancillary Agreements, upon their delivery at or prior to the Share Exchange Closing, the other Transaction Documents to which the Company will have been duly executed and delivered by each Seller Party that is a party contemplated hereby will constitute, a thereto and constitute the legal, valid and binding obligation of the Companyeach Seller Party that is a party thereto, enforceable against the Company each such Seller Party in accordance with its their respective terms, subject to except as enforceability may be limited or affected by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and similar reorganization or other Laws of general application relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitygenerally. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Other than the Company Shareholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Amalgamation Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Amalgamation Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to the Company’s Governing Documents) is present the Amalgamation Proposal shall require approval by an affirmative vote of the holders of at least 75% of the Company Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the board of directors of the Company and held for such purpose. (c) The foregoing votes are the only votes of any of the Company Shares necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Amalgamation Closing. (d) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company Each of the Acquiror Parties has all requisite company corporate or corporate power, as applicable, entity power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby party, to perform its obligations hereunder and (thereunder and, assuming the accuracy of the Interested Stockholder Rep, and subject only to obtaining the approvals described in Section 5.5) Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of the Companyapplicable Acquiror Party and, except for the Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, no other company corporate or corporate equivalent proceeding on the part of the Company any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. Promptly following the execution and delivery of this Agreement, the other Transaction Documents to Acquiror will execute and deliver written consents duly adopting this Agreement in its capacity as the sole stockholder of First Merger Sub and sole member of Second Merger Sub, respectively (collectively, the “Merger Sub Stockholder Approval”), following which Acquiror will have provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the Company is a party contemplated herebyTransactions. This Agreement has been, and on or prior to the Share Exchange Closing, the other each Transaction Documents Agreement to which the Company an Acquiror Party is or will be a party contemplated hereby has been or will be, duly and validly executed and delivered by the Company such Acquiror Party and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Agreement to which the Company such Acquiror Party is or will be a party contemplated hereby constitutes or will constitute, a legal, valid and binding obligation of the Companysuch Acquiror Party, enforceable against the Company such Acquiror Party in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On Assuming a quorum is present at the Special Meeting, as may be adjourned or prior postponed from time to the date of time in accordance with this Agreement, the only votes of the holders of any of Acquiror’s share capital necessary in connection with the entry into this Agreement by Acquiror, the consummation by Acquiror of the Transactions, including the Closing, the Domestication and the approval of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”). (c) At a meeting duly called and held, the board of directors of the Company Acquiror has duly adopted resolutions unanimously (i) determining determined that this Agreement and the other Transaction Documents to which fair market value of the Company is a party contemplated hereby equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the transactions contemplated hereby and thereby are advisable and fair todate hereof, and (ii) determined that it is in the best interests of, of Acquiror and the Company and its stockholders, as applicableAcquiror Shareholders, and (ii) authorizing and approving the executiondeclared it advisable, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or providing for the documents to which Mergers and the Company is a party contemplated hereby or to approve Domestication, (iii) approved this Agreement and the Transactions, other than including the Company Shareholder ApprovalMergers and the Domestication, on the terms and subject to the conditions of this Agreement, and (iv) made the Acquiror Board Recommendation.

Due Authorization. (a) The Company Each of the Company, Pubco and Merger Sub has all requisite company or corporate power, as applicable, organizational power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is a party contemplated hereby party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in Section 5.5receipt of the Company Requisite Approval) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board, the board of directors of Pubco (the Company“Pubco Board”), the sole stockholder of Pubco and the sole member of Merger Sub and upon receipt of the Company Requisite Approval, no other company or corporate proceeding on the part of the Company Company, Pubco or Merger Sub is necessary to authorize this Agreement and or such Ancillary Agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s, Pubco’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by the Company Company, Pubco and this Agreement Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of the Company, Pubco and Merger Sub, enforceable against the Company Company, Pubco and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to . The Company Requisite Approval is the date only vote of this Agreement, the board holders of directors any equity interests of the Company has duly adopted resolutions (i) determining that required to approve and adopt this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and approve the transactions contemplated hereby hereby. The Written Consent, if executed and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance delivered by the Company of this Agreement and the other Transaction Documents to which Members, would satisfy the Company is a party contemplated hereby Requisite Approval and the transactions contemplated hereby and thereby. No other corporate action is required on the part no additional approval or vote from any holders of any equity interests of the Company Company, Pubco or any of its shareholders Merger Sub would then be necessary to enter into adopt this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company Each of the Buyer Parties has all requisite company corporate or corporate power, as applicable, entity power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is a party contemplated hereby and (subject to and, upon receipt of approval of the approvals described in Section 5.5) to consummate Buyer Stockholder Matters by the transactions contemplated hereby and thereby and Buyer Stockholders, to perform all of its obligations hereunder and thereunderthereunder and to consummate the Transactions and the transactions contemplated by such other Transaction Agreements (assuming, if such consummation and performance, as applicable, would occur after the Extension Approval End Date, that the Buyer Extension Approval has been obtained). The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby by such other Transaction Agreements (including the Extension Proposals) have been duly duly, validly and validly unanimously among those voting authorized and approved by the board of directors or equivalent governing body of the Companyapplicable Buyer Party and, and except for approval by the Buyer Stockholders of the Buyer Stockholder Matters and, if applicable, the Buyer Extension Approval, no other company corporate or corporate equivalent proceeding on the part of the Company any Buyer Party is necessary to authorize this Agreement and the or such other Transaction Documents to which Agreements or any Buyer Party’s performance hereunder or thereunder. By ▇▇▇▇▇’s execution and delivery hereof, it has provided all approvals on behalf of the Company is a party contemplated herebyequity holders of Merger Sub required for the Transactions. This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents Agreement to which the Company is a such Buyer Party will be party contemplated hereby will be, duly and validly executed and delivered by the Company such Buyer Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents Agreement to which the Company is a such Buyer Party will be party contemplated hereby will constitute, a legal, valid and binding obligation of the Companysuch Buyer Party, enforceable against the Company each Buyer Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On Assuming a quorum is present at the Special Meeting, as adjourned or prior to postponed, the date only votes of any of Buyer’s capital stock necessary in connection with (i) the entry into this AgreementAgreement by Buyer, the consummation of the Transactions, including the Closing, and the approval of the Buyer Stockholder Matters are as set forth on Schedule 6.02(b)(i), and (ii) the Extension Proposals are as set forth on Schedule 6.02(b)(ii) (the “Buyer Extension Approval”). (c) At a meeting duly called and held, the board of directors of the Company ▇▇▇▇▇ has duly adopted resolutions unanimously among those voting: (i) determining determined that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and of Buyer Stockholders; (ii) authorizing and approving determined that the execution, delivery and performance by the Company fair market value of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part equal to at least 80% of the Company or amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of its shareholders the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to enter into this Agreement or recommend to the documents to which the Company is a party contemplated hereby or to approve Buyer Stockholders approval of the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company Each of the HTP Parties has all requisite company corporate or corporate power, as applicable, limited liability power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it such HTP Party is or will be a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents each Ancillary Agreement to which the Company a HTP Party is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors directors, board of the Companymanagers or managing member, as applicable, of each HTP Party, and no other corporate action or limited liability company or corporate proceeding action, as applicable on the part of the Company any HTP Party is necessary to authorize this Agreement and or the other Transaction Documents Ancillary Agreements to which the Company such HTP Party is (or will be) a party contemplated hereby(other than (x) the HTP Shareholder Approval, the adoption of this Agreement by HTP in its capacity as the sole member of Company Merger Sub, which adoption will occur immediately following the execution of this Agreement by Company Merger Sub). This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, been duly and validly executed and delivered by each of the Company and HTP Parties and, assuming this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of the Companyother Parties, this Agreement constitutes a legal, valid and binding obligation of each of the HTP Parties, enforceable against each of the Company HTP Parties in accordance with its terms, subject to applicable bankruptcythe Enforceability Exceptions. Each Ancillary Agreement to which a HTP Party will be a party, insolvencywhen executed and delivered by such HTP Party, fraudulent conveyancewill be duly and validly executed and delivered by such HTP Party, reorganizationand, moratorium assuming such Ancillary Agreement constitutes a legal, valid and similar Laws affecting creditors’ rights generally binding obligation of the other parties thereto, will constitute a legal, valid and subjectbinding obligation of such HTP Party, as enforceable against such HTP Party in accordance with its terms, subject to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On or prior to The HTP Shareholder Approval is the date only vote of any of HTP’s capital stock necessary in connection with the entry into this AgreementAgreement by the HTP Parties, and the consummation of the Transactions, including the Closing. (c) At a meeting duly called and held, the board governing body of directors each of the Company has duly adopted resolutions HTP Parties have unanimously (i) determining determined that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in the best interests of, of their respective stockholders; (ii) determined that the fair market value of the Company and its stockholdersis equal to at least 80% of the Trust Account, as applicable, ; (iii) approved the Transactions as a Business Combination; and (iiiv) authorizing and approving resolved to recommend to the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part Pre-Closing HTP Holders approval of the Company or any of its shareholders to enter into this Agreement or Transactions (the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval“HTP Board Recommendation”).

Due Authorization. (a) The Company SPAC has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.55.05 and the SPAC Shareholder Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of SPAC Board and, other than the Companyconsents, approvals, authorizations and other requirements described in Section 5.05 and the SPAC Shareholder Approval, no other company or corporate proceeding on the part of the Company SPAC is necessary to authorize this Agreement and the or any other Transaction Documents to which Agreements or SPAC’s performance hereunder or thereunder (except that the Company SPAC Shareholder Approval is a party contemplated herebycondition to the consummation of the First Merger). This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement has been or will bebe (when executed and delivered by SPAC), duly and validly executed and delivered by the Company SPAC and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is Agreement constitutes or will constitute a party contemplated hereby will constitute, a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On The only approvals or prior to votes required from the date holders of this AgreementSPAC’s Equity Securities in connection with the consummation of the Transactions, including the Closing are as set forth on Section 5.02(b) of the SPAC Disclosure Letter. (c) At a meeting duly called and held, the board of directors of the Company SPAC Board has duly adopted resolutions unanimously (i) determining determined that it is in the best interests of SPAC and the SPAC Shareholders, and declared it advisable, for SPAC to enter into this Agreement and the other Transaction Documents Agreements to which it is or will be a party, (ii) determined that the fair market value of the Company is a party contemplated hereby and equal to at least 80% of the transactions contemplated hereby and thereby are advisable and fair to, and amount held in the best interests ofTrust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof, (iii) approved the Company and its stockholdersTransactions as a Business Combination, as applicable(iv) approved this Agreement, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents Agreements to which the Company it is or will be a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than including the Company Shareholder ApprovalMergers, the First Plan of Merger and the Second Plan of Merger and (v) adopted a resolution recommending to its shareholders the approval of the SPAC Transaction Proposals.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all requisite corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. . The Shares have been validly reserved for issuance, and upon issuance, will be duly authorized and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series C Preferred Stock and the Series D Preferred Stock will be as set forth in the Certificate of Designation for the Series C Preferred Stock and the Certificate of Designation for the Series D Preferred Stock (b) On or prior the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The Preferred Shares issued to the date Purchasers in accordance with the terms of the Certificates of Designation, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable free and clear of any Encumbrances and not subject to the board preemptive or other similar rights of directors any stockholders of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Document to this Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5 and the adoption of this Agreement and approval of the Merger by holders of (i) a majority of the voting power of the outstanding shares of Company Capital Stock, voting as a single class in accordance with the Company Certificate of Incorporation, (ii) a majority of the then-outstanding shares of Company Preferred Stock (the “Company Requisite Approval”), and (iii) the Company Preferred Stock Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby thereby. Prior to the Closing, the Company has received or shall have received the consent of at least a majority of the outstanding shares of Company Preferred Stock approving the transactions contemplated hereby and to perform all of its obligations hereunder and thereunderby the Omnibus Exchange Agreement, including each item set forth on the Attachment “Exchange” (the “Company Preferred Stock Requisite Approval”). The execution execution, delivery, and delivery performance of this Agreement and the other Transaction such Ancillary Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors Company Board and, upon receipt of the CompanyCompany Requisite Approval and the Company Preferred Stock Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Ancillary Documents or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby each such Ancillary Document will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, as applicable, a legal, valid valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On . The Company Requisite Approval and the Company Preferred Stock Requisite Approval are the only votes of the holders of any class or prior to the date series of this Agreement, the board of directors capital stock of the Company has duly adopted resolutions (i) determining that required to approve and adopt this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and approve the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalhereby.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all requisite corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . The Shares have been validly reserved for issuance, and upon issuance, will be duly authorized and validly issued and outstanding, fully paid, and nonassessable. The Company has taken all action necessary to waive, and by its execution hereof does hereby waive, the provisions of Section 4.16 of the 1999 Stock Purchase Agreement to the date of this Agreement, extent necessary to permit the board of directors of Purchasers to consummate the Company has duly adopted resolutions (i) determining that transactions contemplated by this Agreement and the other Transaction Documents to which Documents. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Company is a party contemplated hereby Series G Preferred Stock and the transactions contemplated hereby and thereby are advisable and fair to, and Series H Preferred Stock will be as set forth in the best interests ofCertificate of Designation for the Series G Preferred Stock and the Certificate of Designation for the Series H Preferred Stock (the "Certificates of Designation"), the Company forms of which are attached to this Agreement as Exhibits 2.2A and its stockholders2.2B. The Preferred Shares issued to the Purchasers in accordance with the terms of the Certificates of Designation, as applicable, when issued and (ii) authorizing and approving delivered in accordance with the execution, delivery and performance by the Company terms of this Agreement Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable free and clear of any Encumbrances and not subject to the preemptive or other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part similar rights of any stockholders of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Company has all requisite company or corporate powerGeneral Partner represents and warrants ----------------- that (i) the execution, as applicable, delivery and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery performance of this Agreement by the General Partner, the Controlling Partnership and the other Transaction Documents to which the Company is a party contemplated hereby (and the consummation by each such entity of the transactions contemplated hereby and thereby hereby) have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding all requisite actions on the part of the Company is necessary to authorize General Partner and such other entities, none of which actions have been modified or rescinded, and all of which actions are in full force and effect and (ii) this Agreement and the other Transaction Documents to which Original Agreement, as amended and affected by the Company is a party contemplated hereby. This Agreement has beenFirst Amendment, and on or prior to the Share Exchange Closingas further amended and affected by this Agreement, the other Transaction Documents to which the Company is each constitutes a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the General Partner, the Controlling Partnership and the Company, enforceable against the Company each such entity in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions CCRI represents and warrants that (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement by CCRI and the other Transaction Documents to which the Company is a party contemplated hereby and consummation by CCRI of the transactions contemplated hereby have been duly and thereby. No other corporate action is required validly authorized by all requisite limited liability company actions on the part of the Company CCRI, none of which actions have been modified or any rescinded, and all of its shareholders to enter into which actions are in full force and effect and (ii) this Agreement or constitutes a valid and binding obligation of CCRI, enforceable against CCRI in accordance with its terms. (c) Desert Springs represents and warrants that (i) the documents to which execution, delivery and performance of this Agreement by Desert Springs and the Company is a party consummation by Desert Springs of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate actions on the part of Desert Springs, none of which actions have been modified or to approve rescinded, and all of which actions are in full force and effect and (ii) this Agreement constitutes a valid and binding obligation of Desert Springs, enforceable against Desert Springs in accordance with its terms. (d) Crestline represents and warrants that (i) the Transactionsexecution, other than delivery and performance of this Agreement by Crestline and the Company Shareholder Approvalconsummation by Crestline of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate actions on the part of Crestline, none of which actions have been modified or rescinded, and all of which actions are in full force and effect and (ii) this Agreement constitutes a valid and binding obligation of Crestline, enforceable against Crestline in accordance with its terms.

Due Authorization. SPAC has the requisite power and authority to: (a) The Company has all requisite company or corporate powerexecute, as applicable, deliver and authority to execute and deliver perform this Agreement and the other documents Transaction Agreements to which it is a party contemplated hereby party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (subject to the approvals described in Section 5.5b) to consummate the transactions contemplated hereby and thereby and to perform all of carry out its obligations hereunder and thereunderthereunder and, to consummate the Transactions (including the Merger). The execution and delivery by SPAC of this Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby party, and the consummation by SPAC of the transactions contemplated hereby and thereby Transactions (including the Merger), have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized and approved by all necessary corporate actions on the board part of directors of the CompanySPAC, and no other company or corporate proceeding proceedings on the part of the Company is SPAC are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby, other than approval from the SPAC Stockholders. This Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby. This Agreement has beenbeen (or, and on or prior for the Transaction Agreements to the Share Exchange be executed at Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, ) duly and validly executed and delivered by SPAC and, assuming the Company due authorization, execution and this Agreement constitutesdelivery thereof by the other Parties, and on or prior constitute (or, for the Transaction Agreements to the Share Exchange be executed at Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a ) the legal, valid and binding obligation obligations of the CompanySPAC, enforceable against the Company SPAC in accordance with its their respective terms, subject to applicable bankruptcythe Remedies Exception. Assuming that a quorum (as determined pursuant to SPAC’s Organizational Documents) is present at the SPAC Stockholders’ Meeting, insolvency, fraudulent conveyance, reorganization, moratorium clause (a) and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. clause (bc) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and definition of the other SPAC Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance Proposals shall require approval by the Company affirmative vote of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part majority of the Company votes cast by the holders of SPAC Shares present in person or represented by proxy at the SPAC Stockholders’ Meeting and entitled to vote thereon. The foregoing vote is the only vote of any of its shareholders SPAC’s capital stock with regard to enter entry into this Agreement or by SPAC and the documents to which consummation of the Company is a party contemplated hereby or to approve Transactions (including the Transactions, other than the Company Shareholder ApprovalMerger).

Due Authorization. (a) The Company SPAC has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is or will be a party contemplated hereby party, to perform its obligations hereunder and (thereunder and, subject only to obtaining the approvals described in Section 5.5) SPAC Stockholders’ Approval, the effectiveness of the Proxy/Registration Statement, receipt of the Regulatory Approvals, distribution of the Company Information Circular, approval by the Court of the Arrangement and entry of the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby thereby. All corporate action on the part of SPAC and to perform all of its obligations hereunder respective directors, officers and thereunder. The stockholders necessary for the (a) authorization, execution and delivery by SPAC of this Agreement and the other Transaction Documents Ancillary Agreements to which the Company it is or will be a party contemplated hereby and the party, (b) consummation of the transactions contemplated hereby Transactions and thereby have (c) performance of each of their obligations hereunder or thereunder has been duly taken or will be taken prior to the Closing, subject to (i) obtaining the SPAC Stockholders’ Approval and validly authorized and approved by (ii) the board of directors receipt of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Regulatory Approvals. This Agreement and the other Transaction Documents Ancillary Agreements to which the Company it is or will be a party contemplated hereby. This Agreement has beenassuming due authorization, execution and on delivery by each other party constitute or prior will constitute at the Closing (with respect to the Share Exchange Ancillary Agreements to be executed at the Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, ) valid and binding obligation obligations of the CompanySPAC, enforceable against the Company such Person in accordance with its their respective terms, subject to except (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar other Laws of general application affecting enforcement of creditors’ rights generally and subject(ii) as limited by Laws relating to the availability of specific performance, as to enforceability, to injunctive relief or other equitable remedies or by general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company Each Seller has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it such Seller is a or will be party contemplated hereby and (subject to the approvals described in Section 5.5discussed below) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery of this Agreement and the other Transaction Documents each Ancillary Agreement to which the Company a Seller is or will be a party contemplated hereby by such Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Companyall corporate or other action, and no other company or corporate proceeding on the part of the Company such Seller is necessary to authorize this Agreement and the other Transaction Documents or any Ancillary Agreement to which the Company such Seller is a party contemplated herebyor will be party. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents each Ancillary Agreement to which the Company a Seller is or will be a party contemplated hereby will be, has been duly and validly executed and delivered by the Company such Seller and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of the Companysuch Seller, enforceable against the Company such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action Seller is required on the part of the Company or any of its shareholders to enter entering into this Agreement or the documents to which the Company is a party transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors. Sellers have, prior to approve execution and delivery of this Agreement, conducted all consultation and other actions required to be conducted by Law or contract with works council to any of the Transactions, other than Companies. All Liens on Equity Interests or assets of the Company Shareholder ApprovalCompanies pledged in support of obligations in respect of the ▇▇▇▇▇▇▇ Notes (a) are “Liens granted upon Shared Collateral to secure Second Priority Debt Obligations” within the meaning of the Junior Lien Intercreditor Agreement and (b) shall terminate in accordance with Section 5.01(a) of the Junior Lien Intercreditor Agreement.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder (including the Company Recapitalization). The Company Stockholder Approval is the only approval by the Company’s stockholders necessary in connection with the consummation of the Merger under applicable Law (including the DGCL and the CCC) and the Company’s Governing Documents. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange ClosingClosing and upon execution by the Company, the such other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Company Recapitalization) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebythereby (including the Company Recapitalization). No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder Stockholder Approval.

Due Authorization. (a) The Company SPAC has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.55.05 and obtaining the SPAC Shareholder Approval) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors of SPAC Board and, other than the Companyconsents, approvals, authorizations and other requirements described in Section 5.05 and obtaining the SPAC Shareholder Approval, no other company or corporate proceeding on the part of the Company SPAC is necessary to authorize this Agreement and the or any other Transaction Documents to which the Company is a party contemplated herebyAgreements or SPAC’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement has been or will bebe (when executed and delivered by SPAC), duly and validly executed and delivered by the Company SPAC and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement constitutes or will constitute, a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On The only approvals or prior to votes required from the date holders of this AgreementSPAC’s Equity Securities in connection with the consummation of the Transactions, including the Closing, are as set forth on Section 5.02(b) of the SPAC Disclosure Letter. (c) At a meeting duly called and held, the board of directors of the Company SPAC Board has duly adopted resolutions unanimously (i) determining determined that it is desirable and in the best interests of SPAC and the SPAC Shareholders for SPAC to enter into this Agreement and the other Transaction Documents Agreements to which it is or will be a party and consummate the Transactions, (ii) determined that the fair market value of the Company is a party contemplated hereby and equal to at least eighty percent (80%) of the transactions contemplated hereby and thereby are advisable and fair to, and assets held in the best interests ofTrust Account (excluding the deferred underwriting commissions and taxes payable on the interest and other income earned on the Trust Account) as of the date hereof, (iii) approved the Company and its stockholdersTransactions as a Business Combination, as applicable(iv) approved this Agreement, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents Agreements to which the Company it is or will be a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than including the Company Shareholder ApprovalMergers, the First Plan of Merger and the Second Plan of Merger and (v) adopted a resolution recommending to the SPAC Shareholders the approval of the SPAC Transaction Proposals.

Due Authorization. (a) The Company has all requisite company or corporate powerright, as applicable, power and authority to execute enter into the Transaction Documents and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery of this Agreement each of the Transaction Documents and the other issuance and sale of the Notes by the Company and compliance by the Company with all the provisions of each of the Transaction Documents to which (including the issuance of Shares upon conversion of the Notes and the issuance of Shares in connection with any interest payment under the Notes) and consummation by the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby (i) are within the corporate power and thereby have been duly and validly authorized and approved by the board of directors authority of the Company, ; (ii) do not or will not require the approval or consent of the stockholders of the Company; and no other company or (iii) have been authorized by all requisite corporate proceeding proceedings on the part of the Company is necessary to authorize this Company. This Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Registration Rights Agreement has have been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which Notes when delivered by the Company is a party contemplated hereby will behave been, duly and validly executed and delivered by the Company and this Agreement constitutesconstitute, and on or prior to or, in the Share Exchange Closingcase of the Notes, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreements of the Company, enforceable against the Company in accordance with its their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and similar (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. The Shares of Common Stock issuable upon conversion of the Notes and the Shares of Common Stock issuable in connection with any interest payment under the Notes have been validly reserved for issuance, and upon issuance, will be validly issued and outstanding, fully paid, and nonassessable. The Board of Directors of the Company has unanimously approved the transactions contemplated hereby for the purposes of Section 203 of General Corporation Law of the State of Delaware (the "DGCL "), pursuant to Section 203(a)(1) thereof. The Company has furnished to the Purchaser true and correct copies of the Company's Certificate of Incorporation and By-Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to in effect on the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to which it is contemplated hereby to be a party contemplated hereby and (subject to the Company Stockholder Approvals and the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is contemplated hereby to be a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is contemplated hereby to be a party contemplated herebyparty. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is contemplated hereby to be a party contemplated hereby will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is contemplated hereby to be a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is contemplated hereby to be a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby to be party and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is contemplated hereby to be a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Holders Support Agreements have been executed and delivered to Acquiror by the Requisite Company Stockholders. (b) On or prior to the date of this Agreement, the board Board of directors Directors of the Company has duly adopted resolutions resolutions: (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, ; and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Mergers other than the Company Shareholder Stockholder Approval.

Due Authorization. (a) The Company Each Seller has all requisite company or corporate power, (as applicable, the case may be) power and authority to execute and deliver enter into this Agreement and the other documents Related Agreements to which it such Seller is to be a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderand, if applicable, thereby. The execution execution, delivery and delivery performance of this Agreement by each Seller and the other Transaction Documents Related Agreements by each Seller which is to which the Company is be a party contemplated hereby thereto, and the consummation of the transactions contemplated hereby and thereby have by each Seller, has been duly and validly authorized and approved by the board of directors of the Company, each Seller and no other company or corporate action or proceeding on the part of the Company any Seller is necessary to authorize this Agreement Agreement, the Related Agreements to which such Seller is to be a party and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party transactions contemplated hereby will be, and thereby. Each Seller has duly and validly executed and delivered this Agreement and prior to or at the Closing will duly and validly execute and deliver the Related Agreements to which any such Seller is a party. Assuming the due authorization, execution and delivery of this Agreement and the Related Agreements by the Company other parties hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of each Seller and, upon execution and delivery of the CompanyRelated Agreements to which any such Seller is a party, such Related Agreements will constitute legal, valid and binding obligations of the Seller that is a party to any Related Agreement, in each case, enforceable against the Company in accordance with its respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect that affect the enforcement of creditors’ ' rights generally and subject, as to enforceability, to general by equitable limitations on the availability of specific remedies and by principles of equityequity (collectively, "ENFORCEABILITY LIMITATIONS"). (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder (including the Pre-Closing Restructuring). The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of the Company, and no other company or corporate proceeding other than the Company Stockholder Approvals on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange ClosingClosing and upon execution by the Company, the such other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebythereby (including the Pre-Closing Restructuring). No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Mergers or the Pre-Closing Restructuring other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is, or is contemplated to be, a party contemplated hereby and (subject to receipt of the approvals Company Stockholder Approval and the Governmental Authorizations described in clauses (a) and (b) of Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the other Transaction Documents each Ancillary Agreement to which the Company is, or is contemplated to be, a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated herebyBoard. This Agreement has been, and on or prior to each of the Share Exchange Closing, the other Transaction Documents Ancillary Agreements to which the Company is, or is contemplated to be, a party contemplated hereby has been or will be, as applicable, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents each Ancillary Agreement to which the Company is, or is contemplated to be, a party contemplated hereby constitutes or, upon execution prior to the Closing, as applicable, will constitute, a legal, valid and binding obligation of the CompanyCompany (assuming, in each case, the due and valid execution and delivery by each of the other parties thereto), enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Company Securityholder Support Agreements have been executed and delivered to Acquiror by the Requisite Company Stockholders. (b) On or prior Prior to the Company’s execution and delivery of this Agreement, the Company Board has taken the Company Board Actions, and, as of the date of this Agreement, the board of directors none of the Company Board Actions has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair tobeen rescinded, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebywithdrawn or modified. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents Ancillary Agreements to which the Company is, or is contemplated to be, a party contemplated hereby or to approve the TransactionsMerger, the Company Conversion or other transactions contemplated hereby, except for the Company Stockholder Approval. (c) The affirmative votes or written consents of (i) Persons holding more than 50% (on an as-converted basis) of the voting power of the Company Stockholders, (ii) Persons holding more than 50% of outstanding shares of Company Series A Preferred Stock voting as a separate class and (iii) the Requisite Convertible Notes Holders (other than such holders that have executed Existing Note Conversions) (the “Company Stockholder Approval”) are the only votes or consents of any of the holders of any class or series of capital stock of the Company Shareholder Approvalrequired to approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby (including the Company Conversion). (d) To the knowledge of the Company, the Warrantholder Exercises received as of the date hereof constitute the binding agreement of each holder of Company Warrants to exercise such holder’s Company Warrants in whole prior to the Merger Effective Time in accordance with the terms of Section 4.4. (e) To the knowledge of the Company, the Noteholder Conversions received as of the date hereof constitute the binding agreement of the Requisite Convertible Notes Holders to convert the aggregate outstanding amounts under such holders’ respective Company Convertible Notes, including all outstanding principal and interest accrued thereof, into shares of Company Common Stock prior to the Merger Effective Time in accordance with the terms of Section 4.5 (except, to the extent agreed by the Parties, as provided in the Noteholder Conversions).

Due Authorization. (a) The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Transaction Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) 5.05), subject to obtaining the Company Stockholder Approval, to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The Upon the execution and delivery of the Company Voting and Support Agreements by certain Holders, such Holders will have agreed to vote in favor of the approval of this Agreement and the other Transaction Documents Transactions, including the Merger, and such approval will be sufficient to which duly obtain the Company is a party contemplated hereby and Stockholder Approval. Other than the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the CompanyCompany Stockholder Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Transaction Agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and on or prior to each such Transaction Agreement (when executed and delivered by the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents to which the Company is a party contemplated hereby Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to the remedy of specific performance and injunctive and other forms of equitable relief which may be subject to equitable defenses, general principles of equity. (b) On or prior equity and to the date of this Agreement, the board of directors discretion of the Company has duly adopted resolutions court before which any proceeding therefor may be brought, whether such enforceability is considered in a proceeding in equity or at Law (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval“Enforceability Exceptions”).

Due Authorization. (a) The Company Each of Merger Partner and Merger Partner Equityholder has all requisite limited liability company or corporate powerand partnership power and authority, as applicablerespectively, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals receipt of the Consents described in Section 5.5) 6.4), will, prior to the Closing, have all requisite corporate power and authority to execute and deliver the Transaction Documents to which it will be a party at the Effective Time and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by ▇▇▇▇▇▇ Partner and Merger Partner Equityholder of this Agreement and the other Transaction Documents to which the Company it is a party contemplated hereby and the consummation as of the transactions contemplated hereby and thereby date hereof have been duly and validly authorized and approved by the board of directors of the Companyall necessary and proper limited liability company and partnership action on its part, and no other company or corporate proceeding action on the part of the Company Merger Partner is necessary to authorize this Agreement or the Transaction Documents to which it is a party as of the date hereof. Prior to the Effective Time, the execution and delivery by each of Merger Partner and Merger Partner Equityholder of any other Transaction Documents to which it will be a party will be duly and validly authorized and approved by all necessary and proper corporate action on its part and no other corporate action on the part of Merger Partner or Merger Partner Equityholder will be necessary to authorize the other Transaction Documents to which the Company is it will be a party contemplated herebyat the Effective Time. This Each of this Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company it is or will be a party contemplated hereby at the Effective Time has been, or when executed and delivered will be, duly and validly executed and delivered by the Company ▇▇▇▇▇▇ Partner and Merger Partner Equityholder and (assuming that this Agreement constitutes, and on or prior to the Share Exchange Closing, the such other applicable Transaction Documents to which each of the Company or SpinCo is or will be a party contemplated hereby will constitute, at the Effective Time constitutes a legal, valid and binding obligation of each of the CompanyCompany and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Merger Partner and Merger Partner Equityholder, enforceable against the Company Merger Partner and Merger Partner Equityholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents Agreement, to which it is a party contemplated hereby and (perform its obligations hereunder and, subject to the approvals described affirmative vote (in person or by proxy) by the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon to adopt this Agreement (the “Company Requisite Vote”) at the Stockholders Meeting, or at any adjournment or postponement thereof, and the filings under Section 5.5) 2.3, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Companyhereby, and no other company corporate actions or corporate proceeding proceedings on the part of the Company is or its stockholders shall be necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party transactions contemplated hereby. This The Company Board has adopted resolutions unanimously (i) approving the execution, delivery and performance of this Agreement, (ii) determining that this Agreement has beenand the Mergers are fair to and in the best interests of the Company’s stockholders, (iii) declaring this Agreement advisable and on or prior (iv) recommending that the Company’s stockholders adopt this Agreement (the “Recommendation”) and directing that this Agreement be submitted to the Share Exchange Closing, the other Transaction Documents to which the Company’s stockholders for adoption. The Company is a party contemplated hereby will be, has duly and validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery hereof by Parent and the Company and Merger Subs, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyanceconveyance moratorium, reorganization, moratorium and reorganization or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and subjectby rules of Law governing specific performance, as injunctive relief and equitable principles. The only vote of the stockholders of the Company required to enforceability, to general principles of equityadopt and approve this Agreement and the transactions contemplated hereby is the Company Requisite Vote. (b) On or prior Prior to the date execution of this Agreement, the board of directors of Company and the Company has duly adopted resolutions Board have taken all action necessary to exempt under or make not subject to (i) determining that this Agreement and the provisions of Section 203 of the DGCL, (ii) any other Transaction applicable Takeover Law or (iii) any provision of the Organizational Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, of the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance Subsidiaries that would require any corporate approval other than that otherwise required by the Company DGCL or other applicable state Law, each of the execution of this Agreement Agreement, the Mergers and any of the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebyby this Agreement. No other corporate action is required on the part of the The Company does not have in effect any “poison pill” or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalshareholder rights plan.

Due Authorization. (a) The Company Each of the Acquiror Parties has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Transaction Agreement to which it is a party contemplated hereby and, upon receipt of the Acquiror Shareholder Approval and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and Merger Sub Stockholder Approval, to perform all of its obligations hereunder and thereunderthereunder and to consummate the Transactions and the transactions contemplated thereby. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of each of the CompanyAcquiror Parties and, except for the Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, no other company corporate or corporate equivalent proceeding on the part of the Company any Acquiror Party is necessary to authorize this Agreement and or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder or the other Transaction Documents to which consummation of the Company is a party contemplated herebyTransactions. This Agreement has been, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Agreement to which the Company is a such Acquiror Party will be party contemplated hereby has or will bebe when executed, duly and validly executed and delivered by the Company such Acquiror Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Agreement to which the Company is a such Acquiror Party will be party contemplated hereby will constituteconstitute when executed, a legal, valid and binding obligation of the Companysuch Acquiror Party, enforceable against the Company each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On The Acquiror Board, by resolutions duly and unanimously adopted at a meeting duly called and held or prior by action by unanimous written consent in accordance with its Organizational Documents, has: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Acquiror and Acquiror’s shareholders, (ii) approved this Agreement and the Transactions, (iii) resolved to recommend to Acquiror’s shareholders the approval of each of the Acquiror Shareholder Matters, and (iv) determined that the fair market value of Blade is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) The board of directors of Merger Sub, by resolutions duly and unanimously adopted at a meeting duly called and held or by action by unanimous written consent in accordance with its Organizational Documents, has: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Merger Sub and its stockholder, (ii) approved this Agreement and the Transactions and (iii) resolved to recommend to its stockholder the adoption of this Agreement and the approval of the Transaction Agreements and the transactions contemplated hereby and thereby. (d) Within one (1) Business Day after the date of this Agreement, the board sole stockholder of directors of the Company has Merger Sub, by resolutions duly adopted resolutions at a meeting duly called and held or by action by written consent in accordance with Merger Sub’s Organizational Documents, shall have (i) determining determined that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby Merger and the transactions contemplated hereby and thereby other Transactions are advisable and advisable, fair to, and in the best interests of, the Company Merger Sub and its stockholders, as applicablesuch sole stockholder, and (ii) authorizing adopted and approving the execution, delivery and performance by the Company of approved this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby Merger and the transactions contemplated hereby and thereby. No other corporate action Transactions in accordance with the DGCL (the “Merger Sub Stockholder Approval”). (e) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is required on present at the part Special Meeting: (i) each of the Company Conversion Proposal and the Charter Proposal shall require approval by an affirmative vote of the holders of at least two-thirds (2/3rds) of the outstanding Acquiror Ordinary Shares entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) who attend (in person or by proxy) and vote at the Special Meeting; and (ii) each of the Business Combination Proposal, Nasdaq Proposal, Equity Incentive Plan Proposal and Director Election Proposal shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Ordinary Shares entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) who attend (in person or by proxy) and vote at the Special Meeting. (f) The foregoing votes are the only votes of any holder of its shareholders to enter Acquiror Equity Securities necessary in connection with the Acquiror Parties’ entry into this Agreement or and the documents to which consummation of the Company is a party contemplated hereby or to approve the Transactions, Transactions (other than any proposals contemplated by clauses (g) through (i) in the Company definition of Acquiror Shareholder ApprovalMatters).

Due Authorization. (a) The Such Company Party has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.05 and upon receipt of the Required ZF Stockholder Approval or the Required IDX Stockholder Approval, as applicable) to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the other transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the Transactions and the other transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of such Company Party and, except for the CompanyRequired ZF Stockholder Approval or the Required IDX Stockholder Approval, and as applicable, no other company or corporate proceeding on the part of the such Company Party is necessary to authorize this Agreement and the or any other Transaction Documents Agreements to which the Company it is a party contemplated herebyor such Company Party’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents Agreement to which the such Company is a Party will be party contemplated hereby (when executed and delivered by such Company Party) will be, duly and validly executed and delivered by the such Company Party and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents Agreement to which the such Company is a party contemplated hereby Party will be party, will constitute, a legal, valid and binding obligation of the Companysuch Company Party, enforceable against the such Company Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.06 and the adoption of this Agreement by holders of (i) at least a majority of the voting power of the outstanding shares of Company Stock, on an as-converted to Company Common Stock basis, voting or acting by written consent together as a single class, and (ii) a majority of the then outstanding Company Preferred Stock, voting or acting by written consent together as a single class (the “Company Requisite Approval”), which the Written Consent shall satisfy) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors Company Board and upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement or such Ancillary Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and the other Transaction Documents each Ancillary Agreement to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. . The Company Requisite Approval (bwhich the Written Consent shall satisfy) On is the only vote of the holders of any class or prior to the date series of this Agreement, the board of directors capital stock of the Company has duly adopted resolutions (i) determining that required to approve and adopt this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents Ancillary Agreements to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby (a) have been duly and validly authorized and approved by the board Company Board and (b) other than the Company Stockholder Approval, no other corporate proceedings (including any vote of directors holders of any class or series of securities of the Company), and no other company or corporate proceeding on the part of the Company than as set forth elsewhere in this Agreement is necessary to authorize this Agreement and the other Transaction Documents Ancillary Agreements to which the Company is a party or to consummate the transactions contemplated herebyhereby or thereby. This Agreement has beenbeen and, and on or prior to the Share Exchange Closing, the other Transaction Documents Ancillary Agreements to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and and, assuming this Agreement constitutesconstitutes a legal, valid and binding obligation of the other Parties, this Agreement constitutes and on or prior to the Share Exchange Closing, the other Transaction Documents Ancillary Agreements to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has and its Subsidiaries have all requisite corporate, limited liability company or corporate power, as applicable, other entity power and authority to execute and deliver this Agreement and the other documents contemplated hereby to which it the Company or any of its Subsidiaries is a party contemplated hereby party, as applicable, and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, performance and delivery of this Agreement and the other Transaction Documents documents to which the Company or any of its Subsidiaries is (or will be) a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby by the Company or any of its Subsidiaries, as applicable, have been duly and validly authorized and approved by the board of directors of the Companyall requisite corporate, and no other limited liability company or corporate proceeding on the part other entity power action of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated herebyand/or any of its applicable Subsidiaries. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company or any of its Subsidiaries is a party contemplated hereby will be, duly and validly executed and delivered by the Company or any of its applicable Subsidiaries and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company or any of its Subsidiaries is a party contemplated hereby will constituteconstitutes, a legalvalid, valid legal and binding obligation of the CompanyCompany (and in the case of such other documents contemplated hereby, the Company or any of its Subsidiaries party thereto) (assuming that this Agreement has been, and the other such documents to which the Company or any of its Subsidiaries is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against the Company (and in the case of the other such documents contemplated hereby, the Company or any of its Subsidiaries party thereto) in accordance with its terms, subject except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar or other Laws affecting the enforcement of creditors’ rights generally and subject(ii) that the availability of equitable remedies, as including specific performance, is subject to enforceability, to general principles the discretion of equitythe court before which any proceeding thereof may be brought. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Restated Certificate) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.and

Due Authorization. (a) The Company SPAC has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.55.05 and the SPAC Shareholder Approval) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder and to consummate the Transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions Transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of SPAC Board and, other than the Companyconsents, approvals, authorizations and other requirements described in Section 5.05 and the SPAC Shareholder Approval, no other company or corporate proceeding on the part of the Company SPAC is necessary to authorize this Agreement and the or any other Transaction Documents to which Agreements or SPAC’s performance hereunder or thereunder (except that the Company SPAC Shareholder Approval is a party contemplated herebycondition to the consummation of the First Merger). This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement has been or will bebe (when executed and delivered by SPAC), duly and validly executed and delivered by the Company SPAC and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is Agreement constitutes or will constitute a party contemplated hereby will constitute, a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On The only approvals or prior to votes required from the date holders of this AgreementSPAC’s Equity Securities in connection with the consummation of the Transactions, including the Closing are as set forth on Section 5.02(b) of the SPAC Disclosure Letter. (c) At a meeting duly called and held, the board of directors of the Company SPAC Board has duly adopted resolutions unanimously (i) determining determined that it is in the best interests of SPAC and the SPAC Shareholders, and declared it advisable, for SPAC to enter into this Agreement and the other Transaction Documents Agreements to which it is or will be a party, (ii) determined that the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, market value of the Company and its stockholdersSubsidiaries is equal to at least 80% of the amount held in a trust account (the “Trust Account”), as applicable, and (ii) authorizing and approving the execution, delivery and performance maintained by the Company Trustee pursuant to the Trust Agreement (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof, (iii) approved the Transactions as a Business Combination, (iv) approved this Agreement and Agreement, the other Transaction Documents Agreements to which the Company it is or will be a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than including the Company Shareholder ApprovalMergers, the First Plan of Merger and the Second Plan of Merger and (v) passed a resolution recommending to its shareholders the approval of the SPAC Transaction Proposals.