Common use of Due Authorization Clause in Contracts

Due Authorization. (a) Acquiror has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Stockholder ApprovalShareholder Matters by the Acquiror Shareholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and 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 applicable Acquiror Board Party and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany 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 Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be partya party has been or will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposed, the only votes of any 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 Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholders, the Acquiror Shareholders; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the Transactions as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the stockholders of Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsTransactions.

Due Authorization. (a) Acquiror SPAC has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, and to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, board of directors of SPAC and no other corporate or equivalent proceeding on the part of Acquiror SPAC is necessary to authorize this Agreement or such other Transaction Agreements or AcquirorSPAC’s performance hereunder or thereunderthereunder (except that the SPAC Shareholder Approval is a condition to the consummation of the First Merger and the SPAC Second Merger Approval is a condition to the consummation of the Second Merger). This Agreement has been, and each such other Transaction Agreement to which Acquiror (when executed and delivered by SPAC) will be partybe, duly and validly executed and delivered by Acquiror SPAC and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of AcquirorSPAC, enforceable against Acquiror SPAC in accordance with its terms, subject to the Enforceability Exceptions. (b) The only approvals or votes required from the holders of the SPAC’s Equity Securities in connection with the entry into this Agreement 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 Acquiror Board hasboard of directors of SPAC has unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquirorthe SPAC and the SPAC’s stockholdersshareholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. , (ciii) Assuming that approved the Transactions as a quorum Business Combination, (as determined pursuant iv) resolved to the Acquiror Organizational Documents) is present, recommend to SPAC’s shareholders approval of each of the SPAC Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon Proposals, and (as determined pursuant to the Acquiror Organizational Documentsv) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and resolved to, immediately following the consummation of the Transactions and First Merger at the First Effective Time, seek approval of each of the Transaction SPAC Second Merger Proposals.

Due Authorization. (a) Acquiror Metaldyne has all requisite full corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement the Related Agreements to which it is to be a party and, upon receipt of the Acquiror Stockholder Approval, and to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance by Metaldyne of this Agreement and such Transaction the Related Agreements and the consummation of the Transactions and the transactions contemplated thereby to which it is to be a party have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no all other corporate actions or equivalent proceeding proceedings on the part of Acquiror is Metaldyne necessary to authorize this Agreement or such Transaction Agreement, the Related Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will it is to be party, a party or the transactions contemplated hereby and thereby. Metaldyne has duly and validly executed and delivered by Acquiror this Agreement and, assuming due authorization on the Closing Date, will have duly and execution by each other party hereto validly executed and theretodelivered, this Agreement constitutes, and each such Transaction Agreement the Related Agreements to which Acquiror will 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 a (assuming, in each case, due execution and delivery by the other parties thereto) legal, valid and binding obligation obligations of AcquirorMetaldyne, enforceable against Acquiror Metaldyne in accordance with its their respective terms, subject except to the Enforceability Exceptionsextent 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) At a meeting duly called The shares of Series A-1 Preferred Stock, par value $1.00 per share, having the rights, privileges and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and preferences set forth in the best interests form of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend Certificate of Designation attached to the stockholders of Acquiror Operating Agreement (the approval of each of the Transaction Proposals"Series A-1 Preferred Stock"), issuable to Seller in connection with a Metaldyne Call Option Closing have been duly authorized for issuance and (iv) determined that the fair market value of the Company is equal sale 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) Assuming that a quorum (as determined Seller pursuant to the Acquiror Organizational Documents) is presentOperating Agreement, each and, when issued and delivered by Metaldyne pursuant to the Operating Agreement against payment of the Transaction Proposals shall require approval by an affirmative vote 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 at least a majority the Series A-1 Preferred Stock in exchange for shares of the outstanding Acquiror Common Series A-1 Preferred Stock entitled pursuant to vote thereupon (as determined such Certificate of Designation have been duly authorized for issuance pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called 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 Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are Series A-1 Preferred Stock or the only votes Series A-2 Preferred Stock is not subject to any preemptive or other similar rights of any security holder of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsMetaldyne.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Board Party and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party will be party, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposed, the Acquiror Stockholder Approval are the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the Transactions, including the Closing (the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions Transaction are fair to and in the best interests of Acquiror’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the Transactions as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the stockholders of Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsTransactions, subject to a Change in Recommendation as set forth in Section 9.03.

Due Authorization. (a) Acquiror Each of Acquiror, Holdings and Merger Sub has all requisite corporate or entity power and authority to execute execute, deliver and deliver perform this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyhereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby hereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors or similar governing body of Acquiror, Holdings and Merger Sub and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror Acquiror, Holdings or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderthe Transactions (other than the adoption by Acquiror in its capacity as the sole member of Holdings of the amended and restated memorandum and articles of association of Holdings in the form attached hereto as Exhibit D and the adoption of this Agreement by Holdings in its capacity as the sole stockholder of Merger Sub, which adoptions will occur immediately following execution of this Agreement). This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by Acquiror andeach of Acquiror, Holdings and Merger Sub and assuming due authorization and execution by each other party hereto and theretohereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute constitutes a legal, valid and binding obligation of each of Acquiror, Holdings and Merger Sub, enforceable against Acquiror Acquiror, Holdings and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of holders of a majority of the outstanding shares of Acquiror Common Stock entitled to vote at the Annual Meeting, assuming a quorum is present, to approve the Proposals are the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, Holdings and Merger Sub, and the consummation of the transactions contemplated hereby, including the Closing (the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Acquiror’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the stockholders of Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposalstransactions contemplated by this Agreement.

Due Authorization. (a) Each of Acquiror and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each Transaction Agreement the documents contemplated hereby, and (b) subject to which it is a party and, upon receipt of obtaining the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyperform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated thereby have been (i) duly and validly authorized and approved by the Acquiror Board and, except for and by Acquiror as the sole stockholder of Merger Sub and (ii) determined by the Acquiror Stockholder Approval, no Board as advisable to Acquiror and the Acquiror Stockholders and (iii) recommended for approval by the Acquiror Stockholders. No other corporate or equivalent company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Stockholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand/or Merger Sub, assuming due authorization as applicable, and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and/or Merger Sub, as applicable, enforceable against Acquiror and/or Merger Sub, as applicable, in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are Stockholder Approval is the only votes vote of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactions Transactions, including the Closing. (c) At a meeting duly called and held, the approval of Acquiror Board has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror The Company has all the requisite corporate or entity power and authority to execute and deliver enter into this Agreement and each of the other Transaction Agreement Documents to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement and such each of the other Transaction Agreements 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 and the transactions contemplated thereby 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 validly authorized adoption of each Series B Certificate of Designation by the Company Board, (B) the Series A Holder Approval and approved by Acquiror Board and, except for (C) the Acquiror Company Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such of the other Transaction Agreement Documents to which Acquiror will be partythe Company is a party when executed and delivered by the Company shall be, duly and validly executed and delivered by Acquiror andthe Company. Assuming due authorization, assuming due authorization execution and execution delivery by each other party hereto and theretothe Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and each of such other Transaction Agreement to which Acquiror will be partyDocuments when executed and delivered by the Company shall constitute, will constitute a legal, valid and binding obligation agreement of Acquiror, the Company enforceable against Acquiror the Company in accordance with its terms, except as such enforcement is limited by bankruptcy, insolvency and other similar laws affecting the enforcement of creditors' rights generally and for limitations imposed by general principles of equity. 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 terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests preemptive or other similar rights of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each Company. The Conversion Shares and the Warrant Shares have been validly reserved for issuance and, when issued and delivered in accordance with the terms of the Transaction Proposalsapplicable Series B Certificate of Designation and the Warrants, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and (iv) determined that not subject to the fair market value preemptive or other similar rights of the Company is equal to at least 80% stockholders 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 hereofCompany. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror Each of Parent and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each the Transaction Agreement Documents to which it is or will be a party and, upon at the Effective Time and (subject to the receipt of the Acquiror Stockholder Consents described in Section 6.4, the Parent Shareholder Approval and the Merger Sub Shareholder Approval, to perform its obligations hereunder and thereunder and ) to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, execution and delivery by each of Parent and performance Merger Sub of this Agreement and such the Transaction Agreements Documents to which it is or will be a party at the Effective Time and the consummation by each of Parent and Merger Sub of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board all necessary and proper corporate action on its part, and, except for the Acquiror Stockholder Parent Shareholder Approval and the Merger Sub Shareholder Approval, no other corporate or equivalent proceeding action on the part of Acquiror Parent or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements Documents to which it is or Acquiror’s performance hereunder will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or thereunder. This Agreement will be a party at the Effective Time has been, or when executed and each such Transaction Agreement to which Acquiror delivered will be partybe, duly and validly executed and delivered by Acquiror and, Parent and (assuming due authorization and execution by each other party hereto and thereto, that this Agreement constitutes, and each or such other applicable Transaction Agreement Documents to which Acquiror each of the Company or SpinCo is or will be partya party at the Effective Time constitutes a legal, valid and binding obligation of each of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of AcquirorParent and Merger Sub (as applicable), enforceable against Acquiror Parent and Merger Sub (as applicable) in accordance with its terms, subject to the Enforceability ExceptionsRemedies Exception. (b) 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 Parent and Merger Sub and the consummation of the Transactions, including the Closing. (d) At a meeting duly called and held, the Acquiror Parent Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) has unanimously approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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 hereofa Business Combination. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror Each of the SPAC Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror SPAC Stockholder ApprovalMatters by the SPAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors of the applicable SPAC Party and, except for approval of the Acquiror SPAC Stockholder ApprovalMatters by the SPAC Stockholders, no other corporate or equivalent proceeding on the part of Acquiror any SPAC Party is necessary to authorize the execution, delivery and performance of this Agreement or such Transaction Agreements or AcquirorAgreements. By SPAC’s performance hereunder or thereunderexecution and delivery hereof, it has provided all approvals on behalf of equityholders of Merger Subs required for the Transactions. This Agreement has been, and each such Transaction Agreement to which Acquiror such SPAC Party will be party, duly and validly executed and delivered by Acquiror such SPAC Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror such SPAC Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch SPAC Party, enforceable against Acquiror each SPAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or 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 SPAC Disclosure Letter. (c) At a meeting duly called and heldheld or otherwise by unanimous written resolutions, the Acquiror Board hasboard of directors of SPAC has unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of AcquirorSPAC’s stockholders, shareholders; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) 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 any deferred underwriting commissions and taxes Taxes paid or payable on interest the income earned on the Trust AccountAccount and excluding the amount of any deferred underwriting commissions) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the Acquiror Organizational Documents) is present, each stockholders of the Transaction Proposals shall require SPAC approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation 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; (ii) approved the transactions contemplated by this Agreement; and (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 ProposalsAgreement by any party thereto, other than any SPAC Party or the Company and any of its Affiliates, do not and will not conflict with or result in any violation of any provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) Acquiror Each of the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities has all requisite full corporate or entity power and authority to execute execute, deliver and deliver perform this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder Related Agreements and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities of this Agreement and such Transaction its Related Agreements and the consummation by each of the Transactions and Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board all necessary corporate action, including the approval of the boards of directors of each of the Parent, the Seller, Marconi IP and, except for solely with respect to the Acquiror Stockholder ApprovalCross License Agreement, no the other corporate or equivalent proceeding on Marconi Entities. Each of the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement Parent, the Seller and Marconi IP has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror this Agreement and, assuming at or prior to the Closing, the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities will have duly and validly executed and delivered each of its Related Agreements. Assuming the due authorization authorization, execution and execution delivery of this Agreement and its Related Agreements by each the other party hereto and parties thereto, this Agreement constitutes, and each such Transaction Agreement of the Seller's, Marconi IP's and, solely with respect to which Acquiror the Cross License Agreement, the other Marconi Entities' Related Agreements will be partyafter the Closing constitute, will constitute a legal, valid and binding obligation obligations of Acquirorthe Parent, the Seller, Marconi IP or the applicable other Marconi Entity, as the case may be, and to the extent a party thereto, enforceable against Acquiror each of them (to the extent a party thereto) in accordance with its their respective terms, subject to the Enforceability ExceptionsLimitations. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative No vote of the holders of at least a majority any class or series of capital stock or other securities of the outstanding Acquiror Common Stock entitled to vote thereupon Parent or any of its Affiliates (other than approval of FS Holdings Corp. as determined pursuant the sole shareholder of the Seller and the approval of the Seller as the sole shareholder of Marconi IP each of which has been obtained prior to the Acquiror Organizational Documentsdate hereof) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock is necessary in connection with entry into the execution and delivery of this Agreement by Acquiror and the Related Agreements and the consummation of the Transactions transactions contemplated hereby and the approval of the Transaction Proposalsthereby.

Due Authorization. (a) Acquiror Seller Parent has all requisite necessary corporate or entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, and the consummation of the transactions contemplated hereby and thereby and the execution and delivery of this Agreement and the Ancillary Agreements to the extent it will be a party thereto, 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 duly executed and delivered by Seller Parent, and the 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 Transaction Agreement 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 andare 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 receipt of the Acquiror Stockholder Approvaltheir delivery at or prior to Closing, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby will have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization each Seller Party that is a party thereto and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a the legal, valid and binding obligation of Acquiroreach Seller Party that is a party thereto, enforceable against Acquiror each such Seller Party in accordance with its their respective terms, subject except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to the Enforceability Exceptionsor affecting creditors’ rights generally. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of the Acquiror Stockholder Approvalparty, to perform its obligations hereunder and thereunder and, assuming the accuracy of the Interested Stockholder Rep, and subject only to obtaining the Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and 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 applicable Acquiror Board Party and, except for the Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. Promptly following the execution and delivery of this Agreement, the 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 Transactions. This Agreement has been, and each such Transaction Agreement to which an Acquiror Party is or will be partya party has been or will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party is or will be partya party constitutes or will constitute, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against such Acquiror Party in accordance with its terms, subject only to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as may be adjourned or postponed from time to 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 Acquiror Board has: has unanimously (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. , (cii) Assuming determined that a quorum it is in the best interests of Acquiror and the Acquiror Shareholders, and declared it advisable, to enter into this Agreement providing for the Mergers and the Domestication, (as determined pursuant iii) approved this Agreement and the Transactions, including the Mergers and the Domestication, on the terms and subject to the Acquiror Organizational Documentsconditions of this Agreement, and (iv) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by made the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsRecommendation.

Due Authorization. (a) Each Acquiror Entity has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (ii) consummate the Transactions and the transactions contemplated thereby. The execution, delivery hereby and performance of this Agreement thereby and such Transaction Agreements perform all obligations to be performed by it hereunder and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andEntity, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach Acquiror Entity, enforceable against each Acquiror Entity in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called The execution and held, the Acquiror Board has: (i) determined that delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of Acquiror, and by Acquiror as the sole stockholder of Merger Sub, and (ii) determined by the Board of Directors of Acquiror as advisable to Acquiror and the Acquiror Shareholders and recommended for approval by the Acquiror Shareholders. On or prior to the date of this Agreement, the board of directors of the Acquiror has duly adopted a written consent or resolutions (i) determining that this Agreement, the Domestication and the other documents to which Acquiror is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to to, and in the best interests of Acquiror’s stockholdersshareholders, (ii) approved authorizing and approving the Transactions execution, delivery and performance by Acquiror of this Agreement and the other documents to which Acquiror is a party contemplated hereby and the transactions contemplated hereby and thereby, and (iii) resolved to recommend to authorizing the stockholders of Acquiror the approval of each issuance of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary Total Share Consideration in connection with entry into the Mergers, the issuance of Surviving Pubco Shares in connection with the PIPE Investment and the issuance of Surviving Pubco Shares in connection with the conversion or redemption of Surviving Pubco Series 1 Preferred Shares and/or Surviving Pubco Series 1 Preferred Shares. No other action or proceeding on the part of the Acquiror Entities is necessary to authorize this Agreement by Acquiror and the consummation of documents contemplated hereby other than the Transactions and the approval of the Transaction ProposalsAcquiror Shareholder Approvals.

Due Authorization. (a) Acquiror Each of the Monocle Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its all obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebybe performed by it hereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby hereby have been duly and validly authorized and approved by Acquiror Board andthe board of directors, except for the Acquiror Stockholder Approvalboard of managers or managing member, as applicable, of each Monocle Party, and no other corporate action or equivalent proceeding limited liability company action, as applicable on the part of Acquiror any Monocle Party is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder(other than (x) the Monocle Stockholder Approval, (y) the adoption of this Agreement by NewCo in its capacity as the sole stockholder of Merger Sub 1 and Parent in its capacity as the sole member of Merger Sub 2, which adoptions will occur immediately following execution of this Agreement by Merger Sub 1 and Merger Sub 2, respectively, and (z) the adoption of this Agreement by Monocle in its capacity as the sole stockholder of NewCo, which adoption will occur immediately following the execution of this Agreement by NewCo). This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by Acquiror each of the Monocle Parties and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute constitutes a legal, valid and binding obligation of Acquirorthe other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the Monocle Parties, enforceable against Acquiror each of the Monocle Parties in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of the holders of a majority of the outstanding shares of Monocle Common Stock entitled to vote at the Monocle Stockholders’ Meeting, assuming a quorum is present, to approve the Merger Proposals are the only votes of any of Monocle’s capital stock necessary in connection with the entry into this Agreement by the Monocle Parties, and the consummation of the transactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Acquiror Board has: board of directors of Monocle has unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to advisable and in the best interests of AcquirorMonocle’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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; (iii) approved the transactions contemplated by this Agreement as of the date hereof. a Business Combination; and (civ) Assuming that a quorum (as determined pursuant resolved to recommend to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the Pre-Closing Monocle Holders approval of the Transaction Proposalstransactions contemplated by this Agreement.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (i) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the Board of Directors of Acquiror and by Acquiror as the sole shareholder, as applicable, of Merger Sub and (B) determined by the Board and, except for of Directors of Acquiror as advisable to Acquiror and the Acquiror Stockholder Approval, no Shareholders and recommended for approval by the Acquiror Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, assuming the due authorization, execution and each such Transaction Agreement delivery by the other parties hereto, and at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 8.2(b) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Common Shares entitled to vote, who attend and vote 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 (D), (E), (F), (G), (H), (I), (J), and (K) of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock Shares entitled to vote thereupon (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholdersshareholders’ meeting duly called by the Board of Directors of Acquiror Board and held for such purpose. ; (c) The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s share capital stock necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactions transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the approval Board of Directors of Acquiror has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror Each of TRTL, TRTL Parent and the Company has all requisite corporate or entity power and authority to execute execute, deliver and deliver perform this Agreement and each Transaction Agreement (subject to which it is a party and, upon the approvals described in Section 6.5 and receipt of the Acquiror TRTL Stockholder Approval, to perform its obligations hereunder and thereunder and ) to consummate the Transactions and the transactions contemplated therebyhereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby hereby have been duly and validly authorized and approved by Acquiror Board andthe respective boards of TRTL, TRTL Parent and TRTL Merger Sub and except for the Acquiror TRTL Stockholder ApprovalApproval and the adoption of this Agreement by TRTL Parent as the sole stockholder of TRTL Merger Sub, no other corporate or equivalent proceeding on the part of Acquiror TRTL, TRTL Parent or TRTL Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderAgreement. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by Acquiror TRTL, TRTL Parent and TRTL Merger Sub and, assuming due authorization and execution by each other party hereto and theretohereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute constitutes a legal, valid and binding obligation of AcquirorTRTL, TRTL Parent and TRTL Merger Sub, enforceable against Acquiror TRTL in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of holders of a majority of the outstanding shares of TRTL Common Stock entitled to vote at the TRTL Stockholders’ Meeting, assuming a quorum is present, to approve the adoption of the Mergers and this Agreement is the only vote of any of TRTL’s capital stock necessary in connection with the entry into this Agreement by TRTL and the consummation of the transactions contemplated hereby, including the Closing (the “TRTL Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror TRTL Board has: has unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of AcquirorTRTL’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest the income earned on the Trust Account) as of the date hereof. , (ciii) Assuming approved the transactions contemplated by this Agreement as a Business Combination and (iv) resolved to recommend that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each TRTL Stockholders vote their shares of TRTL Common Stock in favor of the Transaction Proposals shall require approval by an affirmative vote adoption of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsAgreement.

Due Authorization. (a) Acquiror Pubco has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it is a party and, upon receipt of the Acquiror Pubco Stockholder Approval, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction the Ancillary Agreements to which it is a party by Pubco and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board andall requisite corporate action on the part of Pubco, except for the Acquiror Pubco Stockholder Approval, and no other corporate or equivalent proceeding on the part of Acquiror Pubco is necessary to authorize this Agreement or such Transaction the Ancillary Agreements or AcquirorPubco’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror has been or will be partybe, duly and validly executed and delivered by Acquiror Pubco and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Ancillary Agreement to which Acquiror will be partyconstitute, will constitute a legal, valid and binding obligation of AcquirorPubco, enforceable against Acquiror Pubco in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of holders of a majority of the outstanding shares of Pubco Common Stock entitled to vote at a special meeting of the Pubco Stockholders (the “Special Meeting”) shall be required to adopt this Agreement (the “Pubco Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Pubco Board hashas unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s Pubco and its stockholders, ; and (ii) approved the Transactions (iii) resolved to recommend to Pubco Stockholders the stockholders adoption of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and (the consummation of the Transactions and the approval of the Transaction Proposals“Pubco Board Recommendation”).

Due Authorization. (a) Other than the Acquiror Shareholder Approval, Acquiror has all requisite company or corporate or entity power power, as applicable, and authority to execute and deliver this Agreement and each Transaction Agreement the other documents to which it is a party and, upon receipt of contemplated hereby and (subject to the Acquiror Stockholder Approvalapprovals described in Section 5.7), to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the other documents to which Acquiror is a party contemplated hereby and the consummation of the Transactions and 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 Acquiror Board and, except for and (C) determined by the Special Committee of the Acquiror Stockholder Approval, no Board and the Acquiror Board as advisable to Acquiror and the Acquiror Shareholders and recommended for approval by the Acquiror Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents to which Acquiror is a party contemplated hereby. This Agreement has been, and each such Transaction Agreement on or prior to the Initial Closing, the other documents to which Acquiror is a party contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andAcquiror, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement on or prior to the Initial Closing, the other documents to which Acquiror is a party contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiror, enforceable against 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 Enforceability Exceptionsdate hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, each of : (i) the Transaction Proposals 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 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 Acquiror Charter), which requires an affirmative vote of the holders of at least a majority of the issued and outstanding Acquiror Common Stock Shares entitled to vote who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholdersshareholders’ meeting duly called by the board of directors of Acquiror Board and held for such purpose. . (c) The foregoing votes in this Section 5.02(c(including the Acquiror Shareholder Approval) are the only votes of any of Acquiror’s capital stock Shares necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions transactions contemplated hereby, including the Initial Closing and the approval of Acquisition Closing. (d) At a meeting duly called and held, the Transaction ProposalsSpecial Committee has recommended the Acquiror Board approve the transactions contemplated by this Agreement as a Business Combination, and at a meeting duly called and held, the Acquiror Board has approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror Each MediaAlpha Party has all requisite corporate or entity full right, power and authority to execute and deliver deliver, to the extent a party thereto, (i) this Agreement, (ii) the tax receivables agreement (the “Tax Receivables Agreement”) among the Company, the Selling Stockholder, the LLC and the other parties thereto, (iii) the fourth amended and restated limited liability company agreement of the LLC (the “LLC Agreement”), (iv) the reorganization agreement (the “Reorganization Agreement”) among the Company, GHI, the LLC, the Selling Stockholder, the Founders and their respective Founder Holding Vehicles (each as defined in the Reorganization Agreement), Insignia (as defined in the Reorganization Agreement), QL LLC (as defined in the Reorganization Agreement), the Senior Executives (as defined in the Reorganization Agreement) and the other parties thereto, (v) the stockholders’ agreement (the “Stockholders’ Agreement”) among the Founders and their respective Founder Holding Vehicles (each as defined in the Stockholders’ Agreement), the Company, the Selling Stockholder and the other parties thereto, and (vi) the registration rights agreement (the “Registration Rights Agreement” and, together with this Agreement, the Tax Receivables Agreement, the LLC Agreement, the Reorganization Agreement, and the Stockholders’ Agreement, the “Transaction Documents”) among the Company and certain stockholders party thereto, and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction Agreement Documents to which it is a party and, upon receipt and the consummation by it of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery hereby and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have has been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptionstaken. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror The Company has all requisite corporate or entity company power and authority to execute and deliver this Agreement and each Transaction Ancillary Document to this Agreement to which it is a party and, upon receipt and (subject to the approvals described in Section 4.5 and the adoption of this Agreement and approval of the Acquiror Stockholder 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 transactions contemplated hereby and 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 therebyhereby and by the Omnibus Exchange Agreement, including each item set forth on the Attachment “Exchange” (the “Company Preferred Stock Requisite Approval”). The execution, delivery delivery, and performance of this Agreement and such Transaction Agreements Ancillary Documents and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror the Company Board and, except for upon receipt of the Acquiror Stockholder Company Requisite Approval and the Company Preferred Stock Requisite Approval, no other corporate or equivalent company proceeding on the part of Acquiror the Company is necessary to authorize this Agreement or such Transaction Agreements Ancillary Documents or Acquirorthe Company’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror Ancillary Document will be partybe, duly and validly executed and delivered by Acquiror the Company and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror or will be partyconstitute, will constitute as applicable, a legal, valid valid, and binding obligation of Acquirorthe Company, enforceable against Acquiror the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and heldsimilar Laws affecting creditors’ rights generally and subject, the Acquiror Board has: (i) determined that this Agreement as to enforceability, to general principles of equity. The Company Requisite Approval and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Preferred Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) Requisite Approval are the only votes of the holders of any class or series of Acquiror’s capital stock necessary in connection with entry into of the Company required to approve and adopt this Agreement by Acquiror and approve the consummation of the Transactions and the approval of the Transaction Proposalstransactions contemplated hereby.

Due Authorization. (a) Acquiror Each of Parent and M▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each the Transaction Agreement Documents to which it is or will be a party and, upon at the Effective Time and (subject to the receipt of the Acquiror Stockholder Consents described in Section 6.4, the Parent Shareholder Approval and the Merger Sub Shareholder Approval, to perform its obligations hereunder and thereunder and ) to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, execution and delivery by each of Parent and performance Merger Sub of this Agreement and such the Transaction Agreements Documents to which it is or will be a party at the Effective Time and the consummation by each of Parent and Merger Sub of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board all necessary and proper corporate action on its part, and, except for the Acquiror Stockholder Parent Shareholder Approval and the Merger Sub Shareholder Approval, no other corporate or equivalent proceeding action on the part of Acquiror Parent or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements Documents to which it is or Acquiror’s performance hereunder will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or thereunder. This Agreement will be a party at the Effective Time has been, or when executed and each such Transaction Agreement to which Acquiror delivered will be partybe, duly and validly executed and delivered by Acquiror and, Parent and (assuming due authorization and execution by each other party hereto and thereto, that this Agreement constitutes, and each or such other applicable Transaction Agreement Documents to which Acquiror each of the Company or SpinCo is or will be partya party at the Effective Time constitutes a legal, valid and binding obligation of each of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of AcquirorParent and Merger Sub (as applicable), enforceable against Acquiror Parent and Merger Sub (as applicable) in accordance with its terms, subject to the Enforceability ExceptionsRemedies Exception. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Parent’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by an 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 outstanding Acquiror Common Stock ordinary shares who, being present and entitled to vote thereupon at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (as determined pursuant to the Acquiror Organizational Documentsiii) at a stockholders’ meeting duly called 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 Acquiror Board number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and held for such purpose. the Governing Documents of Parent. (c) The foregoing votes in this Section 5.02(c) are the only votes of any of AcquirorParent’s share capital stock necessary in connection with entry into this Agreement by Acquiror P▇▇▇▇▇ and Merger Sub and the consummation of the Transactions Transactions, including the Closing. (d) At a meeting duly called and the approval held, or by written resolutions of the Transaction ProposalsParent Board signed by all directors of the Parent in lieu of a meeting, the Parent Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) Acquiror Each of the Buyer Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror Buyer Stockholder ApprovalMatters by the Buyer Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyby 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, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated 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 Acquiror Board the board of directors or equivalent governing body of the applicable Buyer Party and, except for approval by the Acquiror Buyer Stockholders of the Buyer Stockholder Matters and, if applicable, the Buyer Extension Approval, no other corporate or equivalent proceeding on the part of Acquiror any Buyer Party is necessary to authorize this Agreement or such other Transaction Agreements or Acquirorany Buyer Party’s performance hereunder or thereunder. By ▇▇▇▇▇’s execution and delivery hereof, it has provided all approvals on behalf of the equity holders of Merger Sub required for the Transactions. This Agreement has been, and each such other Transaction Agreement to which Acquiror such Buyer Party will be partyparty will be, duly and validly executed and delivered by Acquiror such Buyer Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement to which Acquiror such Buyer Party will be partyparty will constitute, will constitute a legal, valid and binding obligation of Acquirorsuch Buyer Party, enforceable against Acquiror each Buyer Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of Buyer’s capital stock necessary in connection with (i) the entry into this Agreement 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 Acquiror Board hasboard of directors of ▇▇▇▇▇ has unanimously among those voting: (i) determined that this Agreement and the transactions Transactions are fair to advisable and in the best interests of Acquiror’s stockholders, Buyer Stockholders; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the Transactions as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the Buyer Stockholders approval of the Transaction ProposalsTransactions.

Due Authorization. (a) Acquiror Each of Acquiror, First Merger Sub and Second Merger Sub has all requisite corporate or entity power and authority to (x) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (y) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder ApprovalSpecial Commitee and by Acquiror as the sole and managing member or shareholder, no as applicable, of First Merger Sub and Second Merger Sub and (ii) determined by the Acquiror Special Commitee as advisable to Acquiror and the Acquiror Shareholders and recommended for approval by the Acquiror Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror Acquiror, First Merger Sub and Second Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the (i) Acquiror Shareholder Approval and (ii) the consent of the holders of Acquiror Class B Ordinary Shares to the Domestication and the transactions contemplated thereby (the “Acquiror Class B Holder Consent”), which shall be delivered to Acquiror on or such Transaction Agreements or Acquiror’s performance hereunder or thereunderprior to the date of the Acquiror Shareholders’ Meeting). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andeach of Acquiror, assuming due authorization First Merger Sub and execution by each other Second Merger Sub, to the extent a party hereto and thereto, and this Agreement constitutes, assuming the due authorization, execution and each such Transaction Agreement delivery by the other parties hereto, and at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of Acquiror, First Merger Sub and Second Merger Sub, to the extent a party thereto, enforceable against Acquiror Acquiror, First Merger Sub and Second Merger Sub, to the extent a party thereto, in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The Acquiror Shareholder Approval and the Acquiror Class B Holder Consent are the only votes of any of Acquiror’s share capital necessary in connection with entry into this Agreement by Acquiror, First Merger Sub and Second Merger Sub and the consummation of the transactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Acquiror Board has: (i) determined that Special Commitee has approved the transactions contemplated by this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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 hereofa Business Combination. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction ancillary agreement to this Agreement to which it is a party andand (subject to the approvals described in Section 5.07) (in the case of Acquiror), upon receipt of the Acquiror Stockholder ApprovalApproval and the effectiveness of the A&R Charter, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements ancillary agreements by each of Acquiror and Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized by all requisite action and approved by Acquiror Board and(in the case of Acquiror), except for the Acquiror Stockholder ApprovalApproval and the effectiveness of the A&R Charter, no other corporate or equivalent proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements or Acquiror’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror ancillary agreement will be partybe, duly and validly executed and delivered by each of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror ancillary agreement will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against each of Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of (i) holders of a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class F Common Stock, voting together as a single class, shall be required to approve the Transaction Proposal, (ii) holders of a majority of the votes of Acquiror Common Stock and Acquiror Class F Common Stock, voting together as a single class, cast at the Special Meeting shall be required to approve each of the Issuance Proposal and each of the Subscription Proposals, (iii) (A) holders of a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class F Common Stock, voting together as a single class, and (B) holders of at least two thirds of the outstanding shares of Acquiror Class F Common Stock entitled to vote at the Special Meeting, shall be required to approve the Amendment Proposal, and (iv) holders of a majority of the Acquiror Common Stock and Acquiror Class F Common Stock, voting together as a single class, voted at the Special Meeting shall be required to approve the Acquiror Omnibus Incentive Plan Proposal, in each case, assuming a quorum is present, to approve the Proposals are the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the transactions contemplated hereby, including the Closing (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s Acquiror and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the stockholders of Acquiror Organizational Documents) is present, approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding matters requiring Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsStockholder approval.

Due Authorization. (a) Acquiror Each of Parent and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each the Transaction Agreement Documents to which it is or will be a party and, upon at the Effective Time and (subject to the receipt of the Acquiror Stockholder Consents described in Section 6.4, the Parent Shareholder Approval and the Merger Sub Shareholder Approval, to perform its obligations hereunder and thereunder and ) to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, execution and delivery by each of Parent and performance Merger Sub of this Agreement and such the Transaction Agreements Documents to which it is or will be a party at the Effective Time and the consummation by each of Parent and Merger Sub of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board all necessary and proper corporate action on its part, and, except for the Acquiror Stockholder Parent Shareholder Approval and the Merger Sub Shareholder Approval, no other corporate or equivalent proceeding action on the part of Acquiror Parent or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements Documents to which it is or Acquiror’s performance hereunder will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or thereunder. This Agreement will be a party at the Effective Time has been, or when executed and each such Transaction Agreement to which Acquiror delivered will be partybe, duly and validly executed and delivered by Acquiror and, Parent and (assuming due authorization and execution by each other party hereto and thereto, that this Agreement constitutes, and each or such other applicable Transaction Agreement Documents to which Acquiror each of the Company or SpinCo is or will be partya party at the Effective Time constitutes a legal, valid and binding obligation of each of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of AcquirorParent and Merger Sub (as applicable), enforceable against Acquiror Parent and Merger Sub (as applicable) in accordance with its terms, subject to the Enforceability ExceptionsRemedies Exception. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Parent’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by an 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 outstanding Acquiror Common Stock ordinary shares who, being present and entitled to vote thereupon at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (as determined pursuant to the Acquiror Organizational Documentsiii) at a stockholders’ meeting duly called 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 Acquiror Board number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and held for such purpose. the Governing Documents of Parent. (c) The foregoing votes in this Section 5.02(c) are the only votes of any of AcquirorParent’s share capital stock necessary in connection with entry into this Agreement by Acquiror ▇▇▇▇▇▇ and Merger Sub and the consummation of the Transactions Transactions, including the Closing. (d) At a meeting duly called and the approval held, or by written resolutions of the Transaction ProposalsParent Board signed by all directors of the Parent in lieu of a meeting, the Parent Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) Acquiror Each of the HTP Parties has all requisite corporate or entity limited liability power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it such HTP Party is or will be a party and, upon receipt of the Acquiror Stockholder Approval, and to perform its all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements each Ancillary Agreement to which a HTP Party is a party and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board andthe board of directors, except for the Acquiror Stockholder Approvalboard of managers or managing member, as applicable, of each HTP Party, and no other corporate action or equivalent proceeding limited liability company action, as applicable on the part of Acquiror any HTP Party is necessary to authorize this Agreement or the Ancillary Agreements to which such Transaction Agreements HTP Party is (or Acquiror’s performance hereunder or thereunderwill be) a party (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 each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by Acquiror each of the HTP Parties and, assuming due authorization this Agreement constitutes a legal, valid and execution by each binding obligation of the other party hereto and theretoParties, this Agreement constitutesconstitutes a legal, valid and binding obligation of each such Transaction of the HTP Parties, enforceable against each of the HTP Parties in accordance with its terms, subject to the Enforceability Exceptions. Each Ancillary Agreement to which Acquiror a HTP Party will be a party, when executed and delivered by such HTP Party, will be duly and validly executed and delivered by such HTP Party, 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 Acquirorsuch HTP Party, enforceable against Acquiror such HTP Party in accordance with its terms, subject to the Enforceability Exceptions. (b) The HTP Shareholder Approval is the only vote of any of HTP’s capital stock necessary in connection with the entry into this Agreement by the HTP Parties, and the consummation of the Transactions, including the Closing. (c) At a meeting duly called and held, the Acquiror Board has: governing body of each of the HTP Parties have unanimously (i) determined that this Agreement and the transactions Transactions are fair to advisable and in the best interests of Acquiror’s their respective stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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 applicable; (iii) approved the Transactions as of the date hereof. a Business Combination; and (civ) Assuming that a quorum (as determined pursuant resolved to recommend to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require Pre-Closing HTP Holders approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and (the approval of the Transaction Proposals“HTP Board Recommendation”).

Due Authorization. (a) Acquiror Each of the Company, Pubco and Merger Sub has all requisite corporate or entity organizational power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approvalparty, to perform its obligations hereunder and thereunder thereunder, and (subject to the receipt of the Company Requisite Approval) to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board andthe Company Board, except for the Acquiror Stockholder board of directors of Pubco (the “Pubco Board”), the sole stockholder of Pubco and the sole member of Merger Sub and upon receipt of the Company Requisite Approval, no other corporate or equivalent proceeding on the part of Acquiror the Company, Pubco or Merger Sub is necessary to authorize this Agreement or such Transaction Ancillary Agreements or Acquirorthe Company’s, Pubco’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror will be partybe, duly and validly executed and delivered by Acquiror the Company, Pubco and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror or will be partyconstitute, will constitute as applicable, a legal, valid and binding obligation of Acquirorthe Company, Pubco and Merger Sub, enforceable against Acquiror the 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. The Company Requisite Approval is the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative only vote of the holders of at least a majority any equity interests of the outstanding Acquiror Common Stock entitled Company required to vote thereupon (as determined pursuant to approve and adopt this Agreement and approve the Acquiror Organizational Documents) at a stockholders’ meeting duly called transactions contemplated hereby. The Written Consent, if executed and delivered by the Acquiror Board Company Members, would satisfy the Company Requisite Approval and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes no additional approval or vote from any holders of any equity interests of Acquiror’s capital stock the Company, Pubco or Merger Sub would then be necessary in connection with entry into to adopt this Agreement by Acquiror and or approve the consummation of the Transactions and the approval of the Transaction ProposalsTransactions.

Due Authorization. (a) Acquiror 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 or entity power power, as applicable, and authority to execute and deliver this Agreement and each Transaction Agreement the other documents to which it is or will be a party and, upon receipt of contemplated hereby and (subject to the Acquiror Stockholder Approval, approvals described in Section 4.4) to consummate the transactions contemplated hereby and thereby (including the Reorganization) and to perform all of its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the other documents to which each Murano Party and Group Company is or will be a party contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby (including the Reorganization) have been duly and validly authorized and approved by Acquiror the shareholders, Board andof Directors or similar governing body of such Murano Party and of the Group Company, except for to the Acquiror Stockholder Approvalextent applicable and required under applicable Law, and no other corporate company corporate, or equivalent contractual proceeding other than the Company Stockholder Approvals on the part of Acquiror the Company is necessary to authorize this Agreement and the other documents to which any Murano Party is or such Transaction Agreements or Acquiror’s performance hereunder or thereunderwill be a party contemplated hereby. This Agreement has been, and each on or prior to the Closing and upon execution by a Murano Party, such Transaction Agreement other documents to which Acquiror such Murano Party is or will be partya party contemplated hereby will be, duly and validly executed and delivered by Acquiror andsuch 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 authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the other documents to which such Murano Party is or will be a party contemplated hereby 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 each the other party hereto and parties thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Murano Party, enforceable against Acquiror such Murano Party in accordance with its terms, subject to the Enforceability Exceptionsapplicable 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) At a meeting duly called and heldOn or prior to the date of this Agreement, the Acquiror Board has: shareholders of the Company and (iii) determined that 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 documents to which the Company or the applicable Group Company is or will be a party contemplated hereby and the transactions are fair contemplated hereby and thereby (including the Merger and the Reorganization). No other corporate action is required on the part of the Company, the Group Companies or any of its 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 Reorganization or Merger other than the Company Stockholder Approvals and the corporate resolutions referred in the best interests of Acquiror’s stockholders, this Section 4.2(b). (iic) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval The representative of each of Murano Party executing this Agreement has the Transaction Proposalsnecessary power and authority to execute this Agreement on its behalf, which powers and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held authorities have not been modified, limited or revoked in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) manner as of the date hereof. (cd) Assuming that 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 quorum (as determined conservator or guardian appointed for him pursuant to the Acquiror Organizational Documentsa court order, (v) is presentfamiliar with and fully understands the nature, each purpose and effect of this Agreement and the Transaction Proposals shall require approval by an affirmative vote of the holders of at least transactions contemplated hereby, and (vi) is a majority of the outstanding Acquiror Common Stock entitled Mexican national, with legal capacity to vote thereupon (as determined pursuant execute this Agreement and any other ancillary document to the Acquiror Organizational Documents) at which he is or will be a stockholders’ meeting duly called by the Acquiror Board party, and held for such purposeto perform his obligations hereunder and thereunder. The foregoing votes in this Section 5.02(c) are the only votes execution by ESC of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the ancillary documents to which he is a party, the performance of his obligations hereunder and thereunder and the consummation of the Transactions transactions provided for herein and therein have been validly authorized by all necessary action of ESC. For the approval avoidance of the Transaction Proposalsdoubt, ESC represents that he is not married under applicable Law.

Due Authorization. (a) Acquiror FTAC has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror FTAC Stockholder ApprovalMatters by FTAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors or equivalent governing body of FTAC and, except for the Acquiror approval of FTAC Stockholder ApprovalMatters by FTAC Stockholders, no other corporate or equivalent proceeding on the part of Acquiror FTAC is necessary to authorize this Agreement or such Transaction Agreements or AcquirorFTAC’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror FTAC will be party, duly and validly executed and delivered by Acquiror FTAC and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror FTAC will be party, will constitute a legal, valid and binding obligation of AcquirorFTAC, enforceable against Acquiror FTAC in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or 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 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 the Transactions. (c) At a meeting duly called and held, the Acquiror Board hasboard of directors of FTAC has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of AcquirorFTAC’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that a quorum (as determined pursuant to approved the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval transactions contemplated by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror as a Business Combination; and (iv) made the consummation of the Transactions and the approval of the Transaction ProposalsFTAC Board Recommendation.

Due Authorization. SPAC has the requisite power and authority to: (a) Acquiror has all requisite corporate or entity power execute, deliver and authority to execute and deliver perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and, to consummate the Transactions (including the Merger). The execution and delivery by SPAC of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by SPAC of the Transactions (including the Merger), have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized by all necessary corporate actions on the part of SPAC, and no other proceedings on the part of SPAC are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and or to consummate the Transactions and the transactions contemplated hereby or thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and other than approval from the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderSPAC Stockholders. This Agreement has been, and each such the other Transaction Agreement Agreements to which Acquiror it is a party has been (or, for the Transaction Agreements to be executed at Closing, will be party, be) duly and validly executed and delivered by Acquiror SPAC and, assuming the due authorization authorization, execution and execution delivery thereof by each the other party hereto and theretoParties, this Agreement constitutesconstitute (or, and each such for the Transaction Agreement Agreements to which Acquiror will be partyexecuted at Closing, will constitute a constitute) the legal, valid and binding obligation obligations of AcquirorSPAC, enforceable against Acquiror SPAC in accordance with its their respective terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Remedies Exception. Assuming that a quorum (as determined pursuant to the Acquiror SPAC’s Organizational Documents) is presentpresent at the SPAC Stockholders’ Meeting, each clause (a) and clause (c) of the definition of the SPAC Transaction Proposals shall require approval by an the affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock votes cast by the holders of SPAC Shares present in person or represented by proxy at the SPAC Stockholders’ Meeting and entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purposethereon. The foregoing votes in this Section 5.02(c) are vote is the only votes vote of any of AcquirorSPAC’s capital stock necessary in connection with regard to entry into this Agreement by Acquiror SPAC and the consummation of the Transactions and (including the approval of the Transaction ProposalsMerger).

Due Authorization. (a) Acquiror Such Acquisition Entity has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (b) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and the other documents to which such Transaction Agreements Acquisition Entity is a party contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by Acquiror Board and, except the board of directors of such Acquisition Entity and (ii) determined by the board of directors of such Acquisition Entity as advisable to such Acquisition Entity and such Acquisition Entity’s shareholders and recommended for the Acquiror Stockholder Approval, no approval by such Acquisition Entity’s shareholders. No other corporate or equivalent company proceeding on the part of Acquiror such Acquisition Entity is necessary to authorize this Agreement or and the other documents to which such Transaction Agreements or Acquiror’s performance hereunder or thereunderAcquisition Entity is a party contemplated hereby. This Agreement has been, and each such Transaction Agreement at or prior to the First Closing, the other documents to which Acquiror such Acquisition Entity is a party contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andsuch Acquisition Entity, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to the First Closing, the other documents to which Acquiror such Acquisition Entity is a party contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquirorsuch Acquisition Entity, enforceable against Acquiror such Acquisition Entity in accordance with its terms, subject to the Enforceability Exceptions. applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and currently in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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 effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (ii) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board of directors of Acquiror Board and, except for and (B) determined by the board of directors of Acquiror as advisable to Acquiror and the Acquiror Stockholder Approval, no Shareholders and recommended for approval by the Acquiror Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Amalgamation Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andAcquiror, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Amalgamation Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, each of : (i) the Transaction Proposals Proposal identified in clause (A) of Section 10.2(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 out 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 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 10.2(a)(i), in each case, shall require approval by an Ordinary Resolution (as defined in the Acquiror’s Governing Documents), which requires an affirmative vote of the holders of at least a majority of the issued and outstanding Acquiror Common Stock Shares entitled to vote who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholdersshareholders’ meeting duly called by the board of directors of Acquiror Board and held for such purpose. ; (c) The foregoing votes in this Section 5.02(c(which include the Acquiror Shareholder Approval) are the only votes of any of Acquiror’s capital stock Shares necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions transactions contemplated hereby, including the Merger Closing and the approval Amalgamation Closing. (d) At a meeting duly called and held, the board of directors of Acquiror has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror SPAC has all the requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andand (subject to the consents, upon receipt of approvals, authorizations and other requirements described in Section 5.05 and the Acquiror Stockholder SPAC Shareholder Approval, ) to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror the SPAC Board and, except for other than the Acquiror Stockholder consents, approvals, authorizations and other requirements described in Section 5.05 and the SPAC Shareholder Approval, no other corporate or equivalent proceeding on the part of Acquiror SPAC is necessary to authorize this Agreement or such any other Transaction Agreements or AcquirorSPAC’s performance hereunder or thereunderthereunder (except that the SPAC Shareholder Approval is a condition to the consummation of the First Merger). This Agreement has been, and each such other Transaction Agreement to which Acquiror has been or will be party(when executed and delivered by SPAC), duly and validly executed and delivered by Acquiror SPAC and, assuming due authorization and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement to which Acquiror will be party, constitutes or will constitute a legal, valid and binding obligation of AcquirorSPAC, enforceable against Acquiror SPAC in accordance with its terms, subject to the Enforceability Exceptions. (b) The only approvals or votes required from the holders of SPAC’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 Acquiror SPAC Board has: has unanimously (i) determined that this Agreement and the transactions are fair to and it is in the best interests of Acquiror’s stockholdersSPAC and the SPAC Shareholders, and declared it advisable, for SPAC to enter into this Agreement and the other Transaction Agreements to which it is or will be a party, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. , (ciii) Assuming that approved the Transactions as a quorum Business Combination, (as determined pursuant iv) approved this Agreement, the other Transaction Agreements to the Acquiror Organizational Documents) which it is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least or will be a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror party and the consummation Transactions, including the Mergers, the First Plan of Merger and the Transactions Second Plan of Merger and (v) adopted a resolution recommending to its shareholders the approval of the SPAC Transaction Proposals.

Due Authorization. (a) Acquiror has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of other Loan Documents to which the Transactions Borrower, any Subsidiary Guarantor or the Trust is or is to become a party and the transactions contemplated hereby and thereby (i) are within the authority of the Borrower, such Subsidiary Guarantor and the Trust, (ii) have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding all necessary proceedings on the part of Acquiror is necessary to authorize this Agreement the Borrower, such Subsidiary Guarantor or such Transaction Agreements the Trust and any general partner or Acquiror’s performance hereunder or thereunder. This Agreement has beenmanager thereof, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to recommend which the Borrower, such Subsidiary Guarantor or the Trust is subject or any judgment, order, writ, injunction, license or permit applicable to the stockholders of Acquiror Borrower, such Subsidiary Guarantor or the approval of each Trust, (iv) do not conflict with any provision of the Transaction ProposalsOrganizational Documents of the Borrower, such Subsidiary Guarantor or the Trust or any general partner or manager thereof, or with the Tech LP Agreement, (v) do not contravene any provisions of, or constitute Default or Event of Default hereunder, and (ivvi) determined that will not cause a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the fair market value Borrower, such Subsidiary Guarantor, FP Redland Tech or the Trust or any of the Company is equal Borrower’s, such Subsidiary Guarantor’s, FP Redland Tech’s or the Trust’s properties (except for any such failure to at least 80% comply under any such other agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and adversely affect the business, operations, assets, condition (financial or otherwise) or properties of the amount held Trust, FPLP or any other member of the Potomac Group) or result in the Trust Account (excluding creation of any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as mortgage, pledge, security interest, lien, encumbrance or charge upon any of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each properties or assets of the Transaction Proposals shall require approval by an affirmative vote of Borrower, such Subsidiary Guarantor, FP Redland Tech or the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsTrust.

Due Authorization. (a) Acquiror Each of ListCo and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement other Ancillary Document to which it is or will be a party andand (subject to the consents, upon receipt of the Acquiror Stockholder Approvalapprovals, authorizations and other requirements described in Section 4.03 or Section 4.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements other Ancillary Documents and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board andthe ListCo Board, except for the Acquiror Stockholder Approvalsole stockholder of Merger Sub, and the sole director of Merger Sub and no other corporate or equivalent proceeding on the part of Acquiror ListCo or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements other Ancillary Documents or AcquirorListCo’s or Merger Sub’s performance hereunder or thereunder, except for the adoption and approval by the 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 comply with Nasdaq listing rules. This Agreement has been, and each such Transaction Agreement to which Acquiror Ancillary Document has been or will be party, (when executed and delivered by ListCo and Merger Sub) duly and validly executed and delivered by Acquiror ListCo and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, Ancillary Document constitutes or will constitute a legal, valid and binding obligation of AcquirorListCo and Merger Sub, enforceable against Acquiror ListCo and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror ListCo Board hashas 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 Merger and the issuance of the ListCo Class A Common Stock and the Pre-Funded Warrants, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholdersListCo and the ListCo Stockholders, (iii) directed that the issuance of the ListCo Class A Common Stock underlying the Pre-Funded Warrants, as contemplated 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 (iv) 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 held, the sole director of the of Merger Sub has: (i) approved and declared advisable this Agreement and the other Ancillary Documents and the Transactions, (ii) approved determined that this Agreement and the Transactions are in the best interests of Merger Sub and its sole stockholder, and (iii) resolved to recommend to the stockholders adoption of Acquiror this Agreement by the approval sole stockholder of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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 hereofMerger Sub. (cd) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each The sole stockholder of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into Merger Sub has approved this Agreement by Acquiror and the consummation of the Transactions other Ancillary Documents and the approval of the Transaction ProposalsTransactions.

Due Authorization. (a) Acquiror Each of the Tuatara Parties has all requisite corporate or entity similar organizational power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it such Tuatara Party is or will be a party and, upon receipt of the Acquiror Stockholder Approval, and to perform its all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements each Ancillary Agreement to which a Tuatara Party is a party and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board andthe board of directors of each Tuatara Party, except for the Acquiror Stockholder Approval, and no other corporate action or equivalent proceeding similar organizational action on the part of Acquiror any Tuatara Party is necessary to authorize this Agreement or the Ancillary Agreements to which such Transaction Agreements Tuatara Party is (or Acquiror’s performance hereunder or thereunderwill be) a party (other than (x) the Tuatara Shareholder Approval, the adoption of this Agreement by Tuatara in its capacity as the sole shareholder of Merger Sub, which adoption will occur immediately following the execution of this Agreement by Merger Sub). This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by Acquiror each of the Tuatara Parties and, assuming due authorization this Agreement constitutes a legal, valid and execution by each binding obligation of the other party hereto and theretoparties hereto, this Agreement constitutesconstitutes a legal, valid and binding obligation of each such Transaction of the Tuatara Parties, enforceable against each of the Tuatara 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. Each Ancillary Agreement to which Acquiror a Tuatara Party will be a party, when executed and delivered by such Tuatara Party, will be duly and validly executed and delivered by such Tuatara Party, 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 Acquirorsuch Tuatara Party, enforceable against Acquiror such Tuatara Party in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The Tuatara Shareholder Approval is the only vote of any of Tuatara’s capital stock necessary in connection with the entry into this Agreement by the Tuatara Parties, and the consummation of the transactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Acquiror Board has: governing body of each of the Tuatara Parties have unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to advisable and in the best interests of Acquiror’s their respective stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions the Deferred Underwriting Amount and taxes payable on interest earned on the Trust Account) earned), as applicable, as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the Pre-Closing Tuatara Holders approval of the Transaction Proposalstransactions contemplated by this Agreement (the “Tuatara Board Recommendation”).

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction ancillary agreement to this Agreement to which it is a party andand (subject to the approvals described in Section 5.07) (in the case of Acquiror), upon receipt of the Acquiror Stockholder ApprovalApproval and the effectiveness of the Acquiror Charter Amendment, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements ancillary agreements by each of Acquiror and Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized by all requisite action and approved by Acquiror Board and(in the case of Acquiror), except for the Acquiror Stockholder ApprovalApproval and the effectiveness of the Acquiror Charter Amendment, no other corporate or equivalent proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements or Acquiror’s 's or Merger Sub's performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror ancillary agreement will be partybe, duly and validly executed and delivered by each of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror ancillary agreement will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against each of Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of (i) holders of a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposal, (ii) holders of a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the NYSE Proposal, (iii) (A) holders of a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class B Common Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Class B Common Stock, voting separately as a single class, shall be required to approve the Amendment Proposal, and (iv) holders of a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Acquiror Omnibus Incentive Plan Proposal, in each ​ case, assuming a quorum is present, to approve the Proposals are the only votes of any of Acquiror's capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the transactions contemplated hereby, including the Closing (the approval by Acquiror Stockholders of all of the foregoing, collectively, the "Acquiror Stockholder Approval"). (c) At a meeting duly called and held, the Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s Acquiror and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the stockholders of Acquiror Organizational Documents) is present, approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding matters requiring Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsStockholder approval.

Due Authorization. (a) Acquiror Each of Parent, First Merger Sub and Second Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party andand (subject to the approvals described in Section 6.07) (in the case of Parent), upon receipt of the Acquiror Parent Stockholder ApprovalApproval and the effectiveness of the Parent A&R Charter, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements by each of Parent, First Merger Sub and Second Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized by all requisite action and approved by Acquiror Board and(in the case of Parent), except for the Acquiror Parent Stockholder ApprovalApproval and the effectiveness of the Parent A&R Charter, no other corporate or equivalent proceeding on the part of Acquiror Parent, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such other Transaction Agreements or AcquirorParent’s, First Merger Sub’s or Second Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such other Transaction Agreement to which Acquiror will be partybe, duly and validly executed and delivered by Acquiror each of Parent, First Merger Sub and Second Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement to which Acquiror will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Parent, First Merger Sub and Second Merger Sub, enforceable against Acquiror each of Parent, First Merger Sub and Second Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of: (i) holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposal; (ii) holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Issuance Proposal; (iii) (A) holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Parent Class F Stock, voting separately as a single class, shall be required to approve the Amendment Proposal (the approval by Parent Stockholders of the foregoing clauses (i) through (iii), collectively, the “Required Parent Stockholder Approval”); and (iv) holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, cast at the Special Meeting shall be required to approve (A) the Management Longer Term Equity Incentive Plan Proposal and (B) the Parent Omnibus Incentive Plan Proposal (together with the Required Parent Stockholder Approval, the “Parent Stockholder Approval”), in each case, assuming a quorum is present to approve the Proposals, with the Parent Stockholder Approval representing the only votes of any of Parent’s capital stock necessary in connection with the entry into this Agreement by Parent, and the consummation of the transactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Acquiror Parent Board hashas unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s Parent and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the Acquiror Organizational Documents) is present, stockholders of Parent approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposalsmatters requiring Parent Stockholder approval.

Due Authorization. (a) Acquiror Each Trebia Party has all requisite corporate or entity other organizational power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of Required Trebia Shareholder Approvals by the Acquiror Stockholder ApprovalTrebia Shareholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors or equivalent governing body of the applicable Trebia Party and, except for approval of Trebia Shareholder Matters by the Acquiror Stockholder ApprovalTrebia Shareholders, no other corporate or equivalent proceeding on the part of Acquiror any Trebia Party is necessary to authorize this Agreement or such Transaction Agreements or AcquirorTrebia’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party(when executed and delivered) be, duly and validly executed and delivered by Acquiror each Trebia Party that is party thereto and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiroreach Trebia Party, enforceable against Acquiror such Trebia Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of Trebia’s capital stock necessary in connection with the entry into this Agreement by Trebia, the consummation of the transactions contemplated hereby, including the Closing and Required Trebia Shareholder Approvals are as set forth on Section 7.02(b) of the Disclosure Schedules. Each Trebia Shareholder is entitled to vote at the 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 Trebia is applicable to this Agreement or any of the Transactions. As of the date of this Agreement, there is no stockholder rights plan, “poison pill” or similar anti-takeover agreement or plan in effect to which Trebia or any of its Subsidiaries is subject, party or otherwise bound. (c) At a meeting duly called and held, the Acquiror Board hasboard of directors of Trebia has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of AcquirorTrebia’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company S1 Holdco is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that a quorum (as determined pursuant to approved the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval transactions contemplated by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror as a Business Combination; and (iv) made the consummation of the Transactions and the approval of the Transaction ProposalsTrebia Board Recommendation.

Due Authorization. (a) Acquiror Each Target Company has all requisite limited liability company or corporate or entity power power, as applicable, and authority to execute and deliver this Agreement Agreement, and each Transaction member of the Target Company Group that is or will be a party to the Ancillary Agreements has, or following the Reorganization will have, all requisite limited liability company, corporate or partnership power, as applicable, and authority to execute and delivery such Ancillary Agreement to which it such member of the Target Company Group is or will be a party andparty, upon and to consummate the transactions hereunder and thereunder and (subject to receipt of the Acquiror Stockholder Approvalconsents, approvals ​ ​ ​ and authorizations and the other requirements described in Section 4.5) to perform all of its obligations hereunder and thereunder thereunder. The Requisite Target Company Equityholder Approval is the only vote or approval of holders of any class, series or type of equity securities of the Target Companies necessary to adopt this Agreement and any Ancillary Agreement or to consummate the Transactions and approve the transactions contemplated hereby and thereby. The execution, and the execution and delivery and performance of this Agreement and such Transaction the Ancillary Agreements to which any member of the Target Company Group is or will be a party and the consummation of the Transactions and the transactions contemplated thereby hereunder and thereunder have been duly and validly authorized and approved by Acquiror Board andthe necessary governing bodies and equityholders, except for the Acquiror Stockholder Approvalas applicable, and no other limited liability company, corporate or equivalent partnership proceeding on the part of Acquiror any member of the Target Company Group is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which any member of the Target Company Group is or such Transaction Agreements or Acquiror’s performance hereunder or thereunderwill be a party. This Agreement has been, and each such Transaction Agreement on or prior to the Closing, the Ancillary Agreements to which Acquiror any member of the Target Company Group is or will be partya party will be, duly and validly executed and delivered by Acquiror andapplicable member of the Target Company Group, and (assuming due authorization authorization, execution and execution delivery of this Agreement by each the other Parties and of the Ancillary Agreement to which any member of the Target Company Group is or will a party hereto and by the other parties thereto, ) this Agreement constitutes, and each such Transaction Agreement on or prior to the Closing, the Ancillary Agreements to which Acquiror any member of the Target Company Group is or will be partya party will constitute, will constitute a legal, valid and binding obligation of Acquirorthe applicable member of the Target Company Group, enforceable against Acquiror such member of the Target Company Group in accordance with its their terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At On or prior to the date of this Agreement, each Target Company Board has adopted a meeting duly called and held, the Acquiror Board has: consent (i) determined determining that this Agreement and Ancillary Agreement to which any member of the Target Company Group is a party and the transactions contemplated hereby and thereby are advisable and fair to to, and in the best interests of Acquiror’s stockholdersof, the Target Companies and the Target Company Equityholders, and (ii) approved authorizing and approving the Transactions (iii) resolved execution, delivery and performance by the Target Companies of this Agreement and the Ancillary Agreements to recommend to the stockholders of Acquiror the approval of each which any member of the Transaction ProposalsTarget Company Group is or will be a party and the transactions contemplated hereby and thereby. No other limited liability company or corporate action, and (iv) determined that the fair market value of the Company as applicable, 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 required on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes part of any of Acquiror’s capital stock necessary in connection with entry the Target Companies to enter into this Agreement by Acquiror and or the consummation Ancillary Agreements to which either of the Transactions and Target Companies is or will be a party or to approve the approval of the Transaction Proposalstransactions contemplated hereby or thereby.

Due Authorization. (a) Acquiror Other than the Company Stockholder Approvals and the consents listed on Section 4.2 of the Company Disclosure Letter, each Murano Party, Group Company, and Dutch Entity has all requisite company or corporate or entity power power, as applicable, and authority to execute and deliver this Agreement and each Transaction Agreement the other documents to which it is or will be a party and, upon receipt of contemplated hereby and (subject to the Acquiror Stockholder Approval, approvals described in Section 4.4) to consummate the transactions contemplated hereby and thereby (including the Reorganization and PubCo Reorganization) and to perform all of its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the other documents to which each Murano Party, Group Company, and Dutch Entity is or will be a party contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby (including the Reorganization and PubCo Reorganization) have been duly and validly authorized and approved by Acquiror the shareholders, Board andof Directors or similar governing body of such Murano Party and of the Group Company or Dutch Entity, except for to the Acquiror Stockholder Approvalextent applicable and required under applicable Law, and no other corporate company corporate, or equivalent contractual proceeding other than the Company Stockholder Approvals on the part of Acquiror the Company is necessary to authorize this Agreement and the other documents to which any Murano Party is or such Transaction Agreements or Acquiror’s performance hereunder or thereunderwill be a party contemplated hereby. This Agreement has been, and each on or prior to the Closing and upon execution by a Murano Party, such Transaction Agreement other documents to which Acquiror such Murano Party is or will be partya party contemplated hereby will be, duly and validly executed and delivered by Acquiror andsuch 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 authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the other documents to which such Murano Party is or will be a party contemplated hereby 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 each the other party hereto and parties thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Murano Party, enforceable against Acquiror such Murano Party in accordance with its terms, subject to the Enforceability Exceptionsapplicable 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. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that On or prior to the Original Agreement Date, the shareholders of the Company and (ii) prior to the Closing Date, to the extent required by applicable Law, each Group Company and each Dutch Entity 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, PubCo Reorganization and this Agreement and the other documents to which the Company or the applicable Group Company is or will be a party contemplated hereby and the transactions are fair contemplated hereby and thereby (including the Merger and the Reorganization). No other corporate action is required on the part of the Company, the Group Companies, the Dutch Entities or any of its stockholders to enter into this Agreement or the documents to which the Company or the applicable Group Company or Dutch Entity is or will be a party contemplated hereby or to approve the Reorganization, PubCo Reorganization or Merger other than the Company Stockholder Approvals and the corporate resolutions referred in the best interests of Acquiror’s stockholders, this Section 4.2(b). (iic) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval The representative of each of Murano Party executing this Agreement has the Transaction Proposalsnecessary power and authority to execute this Agreement on its behalf, which powers and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held authorities have not been modified, limited or revoked in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) manner as of the date hereof. (cd) Assuming that 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 quorum (as determined conservator or guardian appointed for him pursuant to the Acquiror Organizational Documentsa court order, (v) is presentfamiliar with and fully understands the nature, each purpose and effect of this Agreement and the Transaction Proposals shall require approval by an affirmative vote of the holders of at least transactions contemplated hereby, and (vi) is a majority of the outstanding Acquiror Common Stock entitled Mexican national, with legal capacity to vote thereupon (as determined pursuant execute this Agreement and any other ancillary document to the Acquiror Organizational Documents) at which he is or will be a stockholders’ meeting duly called by the Acquiror Board party, and held for such purposeto perform his obligations hereunder and thereunder. The foregoing votes in this Section 5.02(c) are the only votes execution by ESC of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the ancillary documents to which he is a party, the performance of his obligations hereunder and thereunder and the consummation of the Transactions transactions provided for herein and therein have been validly authorized by all necessary action of ESC. For the approval avoidance of the Transaction Proposalsdoubt, ESC represents that he is not married under applicable Law.

Due Authorization. (a) Acquiror Other than the Company Stockholder Approvals, the Company has all requisite company or corporate or entity power power, as applicable, and authority to (i) execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder ApprovalAncillary Agreements, (ii) subject to the approvals described in Section 4.7 of the Company Disclosure Letter, consummate the transactions contemplated hereby and thereby and (iii) perform all of its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the other documents contemplated hereby to which the Company is a party and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderCompany Board. This Agreement has been, and each such Transaction Agreement on or prior to the Closing, the other documents contemplated hereby to which Acquiror the Company is a party will be partybe, duly and validly executed and delivered by Acquiror and, assuming due authorization the Company and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement on or prior to the Closing, the other documents contemplated hereby to which Acquiror the Company is a party will be partyconstitute, will constitute assuming due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of Acquirorthe Company, enforceable against Acquiror 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 “Enforceability Exceptions”). (b) At a meeting duly called and heldOn or prior to the date of this Agreement, the Acquiror Company Board has: has duly adopted resolutions (i) determined determining that this Agreement and the other documents contemplated hereby to which the Company is a party and the transactions contemplated hereby and thereby are advisable and fair to to, and in the best interests of Acquiror’s stockholdersof, the Company and the Company Stockholders, (ii) approved authorizing and approving the Transactions execution, delivery and performance by the Company of this Agreement and the other documents contemplated hereby to which the Company is a party and the transactions contemplated hereby and thereby and (iii) resolved to recommend to recommending the stockholders of Acquiror the adoption and approval of each of this Agreement and the Transaction Proposalsother documents contemplated hereby to which the Company is a party and the transactions contemplated hereby and thereby by the Company Stockholders. Other than the Company Stockholder Approval, and (iv) determined that no other corporate action is required on the fair market value part of the Company is equal to at least 80% or any 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) Assuming that a quorum (as determined pursuant Company Stockholders to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry enter into this Agreement by Acquiror and or the consummation of documents to which the Transactions and Company is a party contemplated hereby or to approve the approval of the Transaction ProposalsMerger.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity limited lability company power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of the Acquiror Stockholder Approval, and to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors of each Acquiror Board and, except for the Acquiror Stockholder Approval, Party and no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such other Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunderthereunder (except that obtaining the Required Acquiror Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been, and each such other Transaction Agreement to which such Acquiror Party will be partyparty will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party Party hereto and theretothereto (other than the other Acquiror Party), this Agreement constitutes, and each such other Transaction Agreement to which such Acquiror Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. The minute books of each Acquiror Party contain true, complete and accurate records of all meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and holders of Equity Securities. Copies of such records of each of the Acquiror Parties have been heretofore made available to the Company or its counsel. (b) The only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, the consummation of the transactions contemplated hereby, including the Closing, and the approval of the Acquiror Shareholder Matters are as set forth on Schedule 4.03(b). (c) At a meeting duly called and held, the board of directors of Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% (eighty percent) of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. , (ciii) Assuming that approved the Transactions as a quorum Business Combination and (as determined pursuant iv) resolved to the Acquiror Organizational Documents) is present, recommend to Acquiror’s stockholders approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsShareholder Matters.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andand (subject to the approvals described in Section 6.05), in the case of Acquiror, upon receipt of the Acquiror Stockholder ApprovalApproval and the DFP Consent, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and 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 applicable Acquiror Board Party and, except for the Acquiror Stockholder ApprovalApproval and the DFP Consent, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be partya party has been or will be, duly and validly executed and delivered by such Acquiror Party and, assuming due and valid authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposed, the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, the consummation of the Transactions, including the Closing, and the approval of the Acquiror Stockholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s Acquiror and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company and its Subsidiaries is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the Transactions as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the stockholders of Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsTransactions.

Due Authorization. (a) Acquiror Each of the Silver Spike Parties has all requisite corporate or entity limited liability power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it such Silver Spike Party is or will be a party and, upon receipt of the Acquiror Stockholder Approval, and to perform its all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements each Ancillary Agreement to which a Silver Spike Party is a party and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board andthe board of directors, except for the Acquiror Stockholder Approvalboard of managers or managing member, as applicable, of each Silver Spike Party, and no other corporate action or equivalent proceeding limited liability company action, as applicable on the part of Acquiror any Silver Spike Party is necessary to authorize this Agreement or the Ancillary Agreements to which such Transaction Agreements Silver Spike Party is (or Acquiror’s performance hereunder or thereunderwill be) a party (other than (x) the Silver Spike Shareholder Approval, the adoption of this Agreement by Silver Spike in its capacity as the sole member of Merger Sub, which adoption will occur immediately following the execution of this Agreement by Merger Sub). This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by Acquiror each of the Silver Spike Parties and, assuming due authorization this Agreement constitutes a legal, valid and execution by each binding obligation of the other party hereto and theretoparties hereto, this Agreement constitutesconstitutes a legal, valid and binding obligation of each such Transaction of the Silver Spike Parties, enforceable against each of the Silver Spike 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. Each Ancillary Agreement to which Acquiror a Silver Spike Party will be a party, when executed and delivered by such Silver Spike Party, will be duly and validly executed and delivered by such Silver Spike Party, 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 Acquirorsuch Silver Spike Party, enforceable against Acquiror such Silver Spike Party in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The Silver Spike Shareholder Approval is the only vote of any of Silver Spike’s capital stock necessary in connection with the entry into this Agreement by the Silver Spike Parties, and the consummation of the transactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Acquiror Board has: governing body of each of the Silver Spike Parties have unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to advisable and in the best interests of Acquiror’s their respective stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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 applicable; (iii) approved the transactions contemplated by this Agreement as of the date hereof. a Business Combination; and (civ) Assuming that a quorum (as determined pursuant resolved to recommend to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the Pre-Closing Silver Spike Holders approval of the Transaction Proposalstransactions contemplated by this Agreement (the “Silver Spike Board Recommendation”).

Due Authorization. (a) Acquiror Each of the BlueRiver Parties has all requisite corporate or entity limited liability power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it such BlueRiver Party is or will be a party and, upon receipt of the Acquiror Stockholder Approval, and to perform its all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements each Ancillary Agreement to which a BlueRiver Party is a party and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board andthe board of directors, except for the Acquiror Stockholder Approvalboard of managers or managing member, as applicable, of each BlueRiver Party, and no other corporate action or equivalent proceeding limited liability company action, as applicable on the part of Acquiror any BlueRiver Party is necessary to authorize this Agreement or the Ancillary Agreements to which such Transaction Agreements BlueRiver Party is (or Acquiror’s performance hereunder or thereunderwill be) a party (other than (x) the BlueRiver Shareholder Approval, the adoption of this Agreement by BlueRiver in its capacity as the sole member of Merger Sub, which adoption will occur immediately following the execution of this Agreement by Merger Sub). This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by Acquiror each of the BlueRiver Parties and, assuming due authorization this Agreement constitutes a legal, valid and execution by each binding obligation of the other party hereto and theretoparties hereto, this Agreement constitutesconstitutes a legal, valid and binding obligation of each such Transaction of the BlueRiver Parties, enforceable against each of the BlueRiver 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. Each Ancillary Agreement to which Acquiror a BlueRiver Party will be a party, when executed and delivered by such BlueRiver Party, will be duly and validly executed and delivered by such BlueRiver Party, 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 Acquirorsuch BlueRiver Party, enforceable against Acquiror such BlueRiver Party in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The BlueRiver Shareholder Approval is the only vote of any of BlueRiver’s capital stock necessary in connection with the entry into this Agreement by the BlueRiver Parties, and the consummation of the transactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Acquiror Board has: governing body of each of the BlueRiver Parties have unanimously (with one abstention) (i) determined that this Agreement and the transactions contemplated hereby are fair to advisable and in the best interests of Acquiror’s their respective stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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 applicable; (iii) approved the transactions contemplated by this Agreement as of the date hereof. a Business Combination; and (civ) Assuming that a quorum (as determined pursuant resolved to recommend to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the Pre-Closing BlueRiver Holders approval of the Transaction Proposalstransactions contemplated by this Agreement (the “BlueRiver Board Recommendation”).

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it is, or is contemplated to be, a party and, upon and (subject to receipt of the Acquiror Stockholder Approval, Approval and the Governmental Authorizations described in clauses (a) and (b) of Section 6.4) to perform all of its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, execution and delivery by each of Acquiror and performance Merger Sub of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions each Ancillary Agreement to which Acquiror or Merger Sub is, or is contemplated thereby to be, a party have been duly and validly authorized and approved by the Acquiror Board and, except for and the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part board of Acquiror is necessary to authorize directors of Merger Sub and this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderwill, within 24 hours of its execution and delivery by all of the Parties, be approved by Acquiror as the sole stockholder of Merger Sub. This Agreement has been, and each such Transaction Agreement of the Ancillary Agreements to which Acquiror or Merger Sub is, or is contemplated to be, a party has been or will be partybe, as applicable, duly and validly executed and delivered by Acquiror andor Merger Sub, assuming due authorization as applicable, and execution by each other party hereto and thereto, this Agreement constitutes, constitutes and each such Transaction Ancillary Agreement to which Acquiror will be partyor Merger Sub is, or is contemplated to be, a party constitutes or, upon execution prior to the Closing, as applicable, will constitute constitute, a legal, valid and binding obligation of AcquirorAcquiror or Merger Sub, as applicable (assuming, in each case, the due and valid execution and delivery by each of the other parties hereto and thereto), enforceable against Acquiror or Merger Sub, as applicable, in accordance with its terms, subject to the Enforceability Exceptions. (b) At Prior to Acquiror’s execution and delivery of this Agreement, at a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and has taken the transactions are fair to and in the best interests of Acquiror’s stockholdersAcquiror Board Actions, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposalsand, and (iv) determined that the fair market value of the Company 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, none of the Acquiror Board Actions has been rescinded, withdrawn or modified. No other corporate action with respect to the Acquiror is required on the part of Acquiror or any of its stockholders to enter into this Agreement or the Ancillary Agreements to which Acquiror is, or is contemplated to be, a party or to approve the Merger, the PIPE Investment or the other transactions contemplated by this Agreement or any Ancillary Agreement, except for the Acquiror Stockholder Approval. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, each : (i) the Transaction Proposal identified in clause (A) of Section 9.2(b) shall require approval by an affirmative vote of (A) the holders of at least a majority of the issued and outstanding Acquiror Common Shares voting together as a single class, and (B) the holders of at least a majority of the issued and outstanding Acquiror Class B Shares voting separately, in accordance with the Governing Documents of Acquiror and applicable Law, whether in person or by proxy at an Acquiror Stockholders’ Meeting (or any adjournment or postponement thereof) duly called by the Acquiror Board and held for such purpose; (ii) the Transaction Proposals Proposal identified in clause (B) of Section 9.2(b) shall require approval by an affirmative vote of the holders of at least a majority of the issued and outstanding Acquiror Common Stock entitled to vote thereupon Shares voting together as a single class, in accordance with the Governing Documents of Acquiror and applicable Law, whether in person or by proxy at an Acquiror Stockholders’ Meeting (as determined pursuant to the Acquiror Organizational Documentsor any adjournment or postponement thereof) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. ; (iii) each Transaction Proposal identified in clauses (C), (D), (F), (G), (G) and (H) of Section 9.2(b) shall require approval by an affirmative vote of the holders of at least a majority of the issued and outstanding Acquiror Common Shares entitled to vote and who attend and vote thereon, in accordance with the Governing Documents of Acquiror and applicable Law, whether in person or by proxy at an Acquiror Stockholders’ Meeting (or any adjournment or postponement thereof) duly called by the Acquiror Board and held for such purpose; and (iv) the Transaction Proposal identified in clause (E) of Section 9.2(b) shall require approval by an affirmative vote of the holders of a plurality of the issued and outstanding Acquiror Shares entitled to vote and who attend and vote thereon, in accordance with the Governing Documents of Acquiror and applicable Law, whether in person or by proxy at an Acquiror Stockholders’ Meeting (or any adjournment or postponement thereof) duly called by the Acquiror Board and held for such purpose. (d) The foregoing votes described in this Section 5.02(c6.2(c) are the only votes of any the holders of Acquiror’s capital stock Equity Securities of Acquiror necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions Merger, the PIPE Investment and the approval of the Transaction Proposalsother transactions contemplated by this Agreement or any Ancillary Agreement.

Due Authorization. (a) Acquiror Each of the Selling Parties has all requisite corporate or entity full power and authority legal capacity to execute and deliver enter into this Agreement and each Transaction Agreement the Related Agreements (as hereinafter defined) to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Selling Parties of this Agreement and the Related Agreements to which it is a party have been duly and validly approved by all necessary applicable action and no other actions or proceedings on the part of any Selling Party are necessary to authorize this Agreement and the Related Agreements to which it is a party and the transactions contemplated hereby and thereby. The . (b) Except (i) for applicable requirements of state securities or blue sky laws, and (ii) as set forth on Schedule 2.2B, no consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental instrumentality or any other entity or person is required to be made, obtained, or given by any of the Selling Parties, any Subject Entity or any Subject Subsidiary in connection with the execution, delivery and performance of this Agreement and such Transaction the Related Agreements to which it is a party. (c) The joinder of no entity or person other than the parties to this Agreement will be necessary to (i) effect the POC Stock Purchase, (ii) effect the SCI Stock Purchase, (iii) sell, convey, assign and the consummation transfer all of the Transactions LLC Membership Interests fully and completely to Vistana and VS1 at the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board andClosing or (iv) sell, except for the Acquiror Stockholder Approvalconvey, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has beenassign, and each such Transaction Agreement transfer all of the DMA Common Stock and all of the SCI Common Stock fully and completely to which Acquiror will be party, Vistana at Closing. (d) Each of the Selling Parties has duly and validly executed and delivered by Acquiror andthis Agreement, assuming due authorization and execution by each other the Related Agreements to which it is a party hereto will be duly and thereto, this validly executed and delivered at the Closing. This Agreement constitutes, and each such Transaction Agreement the Related Agreements to which Acquiror it is a party when executed will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval obligations of each of the Transaction ProposalsSelling Parties, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, enforceable against each of the Transaction Proposals shall require approval Selling Parties in accordance with their respective terms, except as such enforceability may be limited by an affirmative vote applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally and by equitable limitations on the holders availability of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposalsspecific remedies.

Due Authorization. (a) Acquiror has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (ii) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated thereby have been (A) duly and validly authorized and approved by the board of directors of Acquiror Board and, except for and (B) determined by the board of directors of Acquiror as advisable to Acquiror and the Acquiror Stockholder Approval, no Shareholders and recommended for approval by the Acquiror Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Amalgamation Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andAcquiror, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Amalgamation Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, each of : (i) the Transaction Proposals Proposal identified in clause (i) of Section 10.2(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 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 (ii) and (vi) of Section 10.2(a)(i), in each case, shall require approval by an Ordinary Resolution (as defined in the Acquiror’s Governing Documents), which requires an affirmative vote of the holders of at least a majority of the issued and outstanding Acquiror Common Stock Shares entitled to vote who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholdersshareholders’ meeting duly called by the board of directors of Acquiror Board and held for such purpose. ; (c) The foregoing votes in this Section 5.02(c(which include the Acquiror Shareholder Approval) are the only votes of any of Acquiror’s capital stock Shares necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions Transactions. (d) At a meeting duly called and held, the approval board of directors of Acquiror has unanimously approved the Transaction ProposalsTransactions.

Due Authorization. (a) Acquiror Each of the SPAC Parties has all requisite corporate or entity power limited liability company power, as applicable, and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Required SPAC Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such the Transaction Agreements to which the SPAC Parties are a party and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board the board of directors (or, in the case of Merger Sub, the sole member) of the applicable SPAC Party and, except for the Acquiror Stockholder Required SPAC Shareholder Approval, no other corporate or equivalent proceeding on the part of Acquiror any SPAC Party is necessary to authorize this Agreement or such the Transaction Agreements to which the SPAC Parties are a party or Acquirorany SPAC Party’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror such SPAC Party will be party, duly and validly executed and delivered by Acquiror such SPAC Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror such SPAC Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch SPAC Party, enforceable against Acquiror each SPAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting . The SPAC Board has duly called and held, the Acquiror Board has: (i) determined that this Agreement the Merger and the transactions other Transactions (including the Domestication) are fair to and in the best interests of Acquiror’s stockholdersSPAC and the shareholders of SPAC, and declared it advisable, to enter into this Agreement, (ii) approved this Agreement and the other Transactions (including the Domestication), on the terms and subject to the conditions of this Agreement, and (iii) resolved adopted a resolution recommending to recommend to its shareholders the stockholders of Acquiror SPAC Shareholder Matters. With the approval of each exception of the Transaction ProposalsDomestication Proposal and the Surviving Pubco Organizational Documents Proposal, and (iv) determined that the fair market value proposals constituting the SPAC Shareholder Matters shall each require an ordinary resolution in accordance with the Organizational Documents of the Company is equal to at least 80% of SPAC requiring 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock votes cast by the holders of the issued SPAC Ordinary Shares present in person or represented by proxy at the Special Meeting and entitled to vote thereupon (as determined pursuant on such matter. With regards to the Acquiror Domestication Proposal and Surviving Pubco Organizational DocumentsDocuments Proposal, each such proposal shall each require a special resolution in accordance with the Organizational Documents of the SPAC requiring the affirmative vote of at least a two-thirds (2/3) at a stockholders’ meeting duly called majority of the votes cast by the Acquiror Board holders of the issued SPAC Ordinary Shares present in person or represented by proxy at the Special Meeting and held for entitled to vote on such purposematter. With regards to the Director Election Proposal, the holders of the issued SPAC Class B Ordinary Shares shall have approved the Director Election Proposal in accordance with the Organizational Documents of the SPAC. The foregoing votes board of directors of Merger Sub has duly (A) determined that the Merger and the other Transactions are in this Section 5.02(c) are the only votes best interests of any of Acquiror’s capital stock necessary in connection with entry Merger Sub and SPAC, as its sole stockholder, and declared it advisable, to enter into this Agreement, (B) approved this Agreement by Acquiror and the consummation Transactions, on the terms and conditions of this Agreement, and (C) adopted a resolution recommending the Transactions and the approval of the Transaction ProposalsMerger be adopted by SPAC, as its sole stockholder.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (b) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of Acquiror and by Acquiror as the sole shareholders, as applicable, of Merger Sub and (ii) determined by the Board and, except for of Directors of Acquiror as advisable to Acquiror and the Acquiror Stockholder Approval, no Shareholders and recommended for approval by the Acquiror Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 8.2(b) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding shares of Acquiror Common Stock entitled to vote, who attend and vote 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 (D), (E), (F), (G), (H), (I), and (J), of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholdersshareholders’ meeting duly called by the Board of Directors of Acquiror Board and held for such purpose. ; (c) The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s share capital stock necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactions transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the approval Board of Directors of Acquiror has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror Each of the SPAC Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror SPAC Stockholder ApprovalMatters by the SPAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly duly, validly and validly unanimously (of those voting) authorized and approved by Acquiror Board the board of directors of the applicable SPAC Party and, except for approval of the Acquiror SPAC Stockholder ApprovalMatters by the SPAC Stockholders, no other corporate or equivalent proceeding on the part of Acquiror any SPAC Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany SPAC Party’s performance hereunder or thereunder. By SPAC’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which Acquiror such SPAC Party will be party, duly and validly executed and delivered by Acquiror such SPAC Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror such SPAC Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch SPAC Party, enforceable against Acquiror each SPAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of SPAC’s capital stock 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 disclosure schedules of SPAC. (c) At a meeting duly called and held, the Acquiror Board has: board of directors of SPAC has unanimously (of those voting): (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of AcquirorSPAC’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (net of amounts disbursed as Permitted Withdrawals (as defined in the Existing SPAC Certificate of Incorporation) and excluding the amount of any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountdiscount) 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. (cd) Assuming The board of directors of Merger Sub, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, has unanimously: (i) determined that a quorum this Agreement and the Transactions are fair to and in the best interests of Merger Sub’s sole stockholder; (as determined pursuant ii) approved the transactions contemplated by this Agreement; and (4) resolved to recommend to the Acquiror Organizational Documents) is present, each sole stockholder of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the Merger Sub approval of the Transactions. (e) To the knowledge of SPAC, the execution, delivery and performance of any Transaction ProposalsAgreement by any party thereto, other than any SPAC Party or the Company and any of its Affiliates, do not and will not conflict with or result in any violation of any provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) Acquiror Vendor has all requisite necessary corporate or entity power power, authority and authority capacity to execute and deliver enter into this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform carry out its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptionshereunder. (b) At a meeting duly called Vendor Guarantor has all necessary corporate power, authority and held, capacity to enter into the Acquiror Board has: (i) determined that this Agreement Vendor Parent Guarantee and to carry out its obligations under the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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 hereofVendor Parent Guarantee. (c) Assuming that a quorum The execution and delivery of this Agreement and the performance of Vendor’s obligations under this Agreement have been duly authorized by all necessary corporate action on the part of Vendor. (as determined pursuant to the Acquiror Organizational Documentsd) is present, each The execution and delivery of the Transaction Proposals shall require approval Vendor Parent Guarantee and the performance of Vendor Guarantor’s obligations under the Vendor Parent Guarantee have been duly authorized by an affirmative vote all necessary corporate action on the part of Vendor Guarantor. (e) Except as described or referred to in Schedule 4.5(e), and subject to satisfaction of the holders Regulatory Condition, neither the execution and delivery of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and Vendor, nor the performance of Vendor’s obligations under this Agreement, nor the consummation of the Transactions and Reorganization will conflict with, or result in the approval violation, termination or breach of, or render Vendor or the Purchased Entities in default of, or result in the termination or in a right of termination of, or accelerate the performance required by, or result in being declared void, voidable or without further binding effect, any of the Transaction Proposalsterms, conditions or provisions of: (i) the Constating Documents of Vendor or any of the Purchased Entities, (ii) any material Contract to which Vendor is a party or by which Vendor is bound, (iii) any Applicable Laws, Environmental Laws or Governmental Authorizations applicable to Vendor. (f) Neither the execution and delivery of the Vendor Parent Guarantee by Vendor Guarantor, nor the performance of Vendor Guarantor’s obligations under the Vendor Parent Guarantee will conflict with, or result in the violation or breach of, or render Vendor Guarantor in default of, or result in the termination or cancellation or in a right of termination or cancellation of, or accelerate the performance required by, or result in being declared void, voidable or without further binding effect, any of the terms, conditions or provisions of: (i) the Constating Documents of Vendor Guarantor, (ii) any material Contract to which Vendor Guarantor is a party or by which Vendor Guarantor is bound, or (iii) any Applicable Laws, Environmental Laws or Governmental Authorizations applicable to Vendor Guarantor.

Due Authorization. (a) Acquiror has all requisite exempted company, corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement Document to which it is a party andand (subject to the approvals described in Section 5.07), upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such each Transaction Agreements Document by Acquiror and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board all requisite action and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is or will be necessary to authorize this Agreement or such Transaction Agreements Documents or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror Document has been or will be partyon or prior to Closing, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement Document constitutes or will constitute, on or prior to which Acquiror will be partyClosing, will constitute a legal, valid and binding obligation of each of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At the Special Meeting, assuming that a quorum is present, (i) only an Acquiror Ordinary Resolution shall be required to approve the Transaction Proposal, the NYSE Proposal, the Acquiror Omnibus Incentive Plan Proposal, the Acquiror Employee Stock Purchase Plan Proposal and the Acquiror Adjournment Proposal, (ii) only an Acquiror Special Resolution shall be required to approve the Domestication Proposal and the Governing Document Proposal and (iii) with respect to any Additional Proposals proposed to the Acquiror Shareholders, only the requisite approval required under the Acquiror Governing Documents, the Companies Act or other applicable law (the approval by Acquiror Shareholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). The Acquiror Stockholder Approval is the only vote of any of Acquiror’s capital stock necessary to adopt this Agreement and any Transaction Document and to approve the Transactions (including the filing of the Preferred COD with the Secretary of State of the State of Delaware). (c) At a meeting duly called and held, the Acquiror Board has: has unanimously (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholders, Acquiror and its shareholders; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the Transactions as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the shareholders of Acquiror Organizational Documents) is present, approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to matters requiring the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsStockholder Approval.

Due Authorization. (a) Acquiror Each of the Buyer Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror Buyer Stockholder ApprovalMatters by the Buyer Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors or equivalent governing body of the applicable Buyer Party and, except for approval of the Acquiror Buyer Stockholder ApprovalMatters by the Buyer Stockholders, no other corporate or equivalent proceeding on the part of Acquiror any Buyer Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Buyer Party’s performance hereunder or thereunder. By Buyer’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the transactions contemplated hereby. This Agreement has been, and each such Transaction Agreement to which Acquiror such Buyer Party will be party, will be duly and validly executed and delivered by Acquiror such Buyer Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror such Buyer Party will be partyparty will constitute, will constitute a legal, valid and binding obligation of Acquirorsuch Buyer Party, enforceable against Acquiror each Buyer Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of Buyer’s capital stock necessary in connection with the entry into this Agreement by Buyer, the consummation of the transactions contemplated hereby, including the Closing, and the approval of the Buyer Stockholder Matters are as set forth on Schedule 6.02(b). (c) At a meeting duly called and held, the Acquiror Board hasboard of directors of Buyer has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to advisable and in the best interests of AcquirorBuyer’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) 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 less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the Acquiror Organizational Documents) is present, each stockholders of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the Buyer approval of the Transaction Proposalstransactions contemplated by this Agreement.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror Stockholder ApprovalMatters by the Acquiror Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors of the applicable Acquiror Board Party and, except for approval of the Acquiror Stockholder ApprovalMatters by the Acquiror Stockholders, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. Acquiror has executed and delivered to Merger Sub a consent, in its capacity as the sole stockholder of Merger Sub, approving and adopting this Agreement in accordance with the DGCL, which consent shall be effective immediately following the Parties’ execution of this Agreement. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party will be partyparty will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, the consummation of the Transactions, including the Closing, and the approval of the Acquiror Stockholder Matters are as set forth on Schedule 6.02(b). (c) At a meeting duly called and held, the board of directors of Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) 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 less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactions. (cd) Assuming that a quorum (as determined pursuant to To the Acquiror Organizational Documents) is presentknowledge of Acquiror, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board execution, delivery and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes performance of any of Acquiror’s capital stock necessary in connection with entry into this Transaction Agreement by any party hereto, other than any Acquiror Party or the Company and the consummation any of the Transactions its Affiliates, do not and the approval will not conflict with or result in any violation of the Transaction Proposalsany provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) Acquiror Liberty has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement Document to which it is or will be a party and, upon receipt of the Acquiror Stockholder Liberty Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements Documents and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors of Liberty and, except for the Acquiror Stockholder Liberty Shareholder Approval, no other corporate or equivalent proceeding on the part of Acquiror Liberty is necessary to authorize this Agreement or such Transaction Agreements Documents or AcquirorLiberty’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement Document to which Acquiror Liberty is or will be partya party has been or will be, duly and validly executed and delivered by Acquiror Liberty and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement Document to which Acquiror Liberty is or will be a party, constitutes or will constitute a legal, valid and binding obligation of AcquirorLiberty, enforceable against Acquiror Liberty in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposed, the only votes of any of Liberty Capital Stock necessary in connection with the entry into this Agreement by Liberty, the consummation of the Transactions, including the Closing, and the approval of the Liberty Shareholder Matters are as set forth in Section 7.02(b) of the Liberty Disclosure Letter (such votes, collectively, the “Liberty Shareholder Approval”). (c) At a meeting duly called and held, the Acquiror Board hasboard of directors of Liberty has unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholders, Liberty Shareholders; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company Markmore is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Liberty approval of the Transactions. (cd) Assuming that a quorum (as determined pursuant to To the Acquiror Organizational Documents) is presentknowledge of Liberty, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board execution, delivery and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes performance of any Transaction Document by any party thereto, do not and will not conflict with or result in any violation of Acquirorany provision of any applicable Law or Governmental Order applicable to such party or any of such party’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposalsproperties or assets.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity limited lability company power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of the Acquiror Stockholder Approval, and to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors or managers, as applicable, of each Acquiror Board andParty, except for the Acquiror Stockholder Approval, and no other corporate or equivalent proceeding on the part of any Acquiror Party (other than the approval of the Acquiror Shareholder Matters, as applicable) is necessary to authorize this Agreement or such other Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunderthereunder (except that obtaining the Required Acquiror Shareholder Approval is a condition to the consummation of the Mergers). This Agreement has been, and each such other Transaction Agreement to which such Acquiror Party will be partyparty will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party Party hereto and theretothereto (other than the other Acquiror Party), this Agreement constitutes, and each such other Transaction Agreement to which such Acquiror Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. The minute books of each Acquiror Party contain true, complete and accurate records of all meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and holders of Equity Securities. Copies of such records of each of the Acquiror Parties have been heretofore made available to the Company or its counsel. (b) The only votes of any of the Acquiror Shareholders necessary in connection with the entry into this Agreement by Acquiror, the consummation of the transactions contemplated hereby, including the Closing, and the approval of the Acquiror Shareholder Matters are as set forth on Schedule IV.3(b). (c) At a meeting duly called and held, the board of directors of Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholdersAcquiror Stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% (eighty percent) of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. , (ciii) Assuming that approved the Transactions as a quorum Business Combination and (as determined pursuant iv) resolved to the recommend to Acquiror Organizational Documents) is present, Stockholders approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsShareholder Matters.

Due Authorization. (a) Acquiror Each of the SPAC Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party and, upon receipt of the Acquiror Required SPAC Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyby the other Transaction Agreements. The execution, delivery and performance of this Agreement and such the other Transaction Agreements to which any of the SPAC Parties are a party and the consummation of the Transactions and the transactions contemplated thereby by the other Transaction Agreements have been duly and validly authorized and approved by Acquiror Board the board of directors of the applicable SPAC Party and, except for the Acquiror Required SPAC Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror any SPAC Party is necessary to authorize this Agreement or such any of the other Transaction Agreements to which any of the SPAC Parties are a party or Acquirorany SPAC Party’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror any SPAC Party is a party (when executed and delivered by the SPAC Parties) will be partybe, duly and validly executed and delivered by Acquiror such SPAC Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such of the other Transaction Agreement Agreements to which Acquiror will be any of the SPAC Parties is a party, will constitute a legal, valid and binding obligation of Acquiror, the SPAC Parties enforceable against Acquiror each SPAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting . The SPAC Board has duly called and held, the Acquiror Board has: (i) determined that this Agreement the Mergers and the transactions other Transactions (including the SPAC Stockholder Matters) are fair to and in the best interests of Acquiror’s stockholdersSPAC and the stockholders of SPAC, and declared it advisable that SPAC enter into this Agreement, (ii) approved this Agreement and the Transactions (iii) resolved to recommend including the SPAC Stockholder Matters), on the terms and subject to the stockholders conditions of Acquiror the approval of each of the Transaction Proposalsthis Agreement, and (iviii) determined that adopted a resolution recommending to its stockholders the fair market value SPAC Stockholder Matters. The only vote of the Company holders of any class or series of capital stock of SPAC necessary to approve the Transactions 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror shares of SPAC Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purposeStock. The foregoing votes board of directors of DTRT Merger Sub has duly (A) determined that the First Merger and the other Transactions are in this Section 5.02(c) are the only votes best interests of any of Acquiror’s capital stock necessary in connection with entry DTRT Merger Sub and New Pubco, as its sole stockholder, and declared it advisable that DTRT Merger Sub enter into this Agreement, (B) approved this Agreement by Acquiror and the consummation Transactions, on the terms and conditions of this Agreement, and (C) adopted a resolution recommending the Transactions First Merger and the approval Conversion be adopted by New Pubco, as its sole stockholder. The board of directors of New Pubco has duly (A) determined that the Transaction ProposalsMergers and the other Transactions are in the best interests of New Pubco and SPAC, as its sole stockholder, and declared it advisable that New Pubco to enter into this Agreement, (B) approved this Agreement and the Transactions, on the terms and conditions of this Agreement, and (C) adopted a resolution recommending the Mergers, and the Conversion be adopted by SPAC, as its sole stockholder.

Due Authorization. (a) Acquiror Each SPAC Party has all requisite corporate or entity company power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it such SPAC Party is a party and, upon receipt of the Acquiror Stockholder ApprovalSPAC Shareholder Approval (in the case of the SPAC) and the approval of Holdings as the sole member of each Merger Sub (in the case of each Merger Sub), to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly authorized and approved by Acquiror Board the SPAC Board, and the board of directors of Holdings and each Merger Sub and, except for the Acquiror Stockholder ApprovalSPAC Shareholder Approval and the approval of Holdings as the sole member of each Merger Sub, no other corporate or equivalent proceeding on the part of Acquiror SPAC or any other SPAC Party is necessary to authorize this Agreement or such Transaction Ancillary Agreements or AcquirorSPAC’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror will be partybe, duly and validly executed and delivered by Acquiror the SPAC Parties and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Ancillary Agreement to which Acquiror will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach SPAC Party, enforceable against Acquiror such SPAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the The approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Proposal by such resolutions as of the date hereof. (c) Assuming that a quorum (as determined are required pursuant to the Acquiror SPAC's Organizational Documents) Documents and the Cayman Act, assuming a quorum is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of AcquirorSPAC’s capital stock shares necessary in connection with the entry into this Agreement by Acquiror SPAC, and the consummation of the Transactions and Transactions, including the approval of Closing (the Transaction Proposals“SPAC Shareholder Approval”).

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Document to this Agreement to which it is a party andand (subject to the approvals described in Section 5.7) (in the case of Acquiror), upon receipt of the Acquiror Stockholder ApprovalApproval and effectiveness of the PubCo Charter, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery delivery, and performance of this Agreement and such Transaction Agreements Ancillary Documents by each of Acquiror and Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly, and validly unanimously authorized by all requisite action and approved by Acquiror Board and(in the case of Acquiror), except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements Ancillary Documents or Acquiror’s or M▇▇▇▇▇ Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror Ancillary Document will be partybe, duly and validly executed and delivered by each of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror Ancillary Document will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against each of Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At The affirmative vote of a meeting duly called majority of the votes cast at the Special Meeting, by the holders of the Acquiror Common Stock present in person or represented by proxy and heldentitled to vote thereon, is required to approve the Business Combination Proposal, Nasdaq Issuance Proposal, Charter Amendment Proposal, Advisory Charter Proposals, Directors Proposal, Acquiror Incentive Plan Proposal, Nasdaq ELOC Proposal, Nasdaq Series B Proposal, Nasdaq Series D Proposal, and NTA Proposal, in each case, assuming a quorum is present (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). The Acquiror Stockholder Approval is the only vote of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the transactions contemplated hereby (including the Closing). (c) The Acquiror Board hashas duly adopted resolutions: (i) determined determining that this Agreement and the transactions contemplated hereby and thereby (including the approval of the PubCo Charter) are fair to to, advisable, and in the best interests of Acquiror’s Acquiror and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined determining that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approving the transactions contemplated by this Agreement as a quorum Business Combination; (as determined pursuant iv) approving this Agreement and the transactions contemplated hereby and thereby (including the PubCo Charter), the execution and delivery by Acquiror of this Agreement, and Acquiror’s performance of its obligations under this Agreement, and consummation of the transactions contemplated hereby and thereby, and (v) resolving to recommend to the stockholders of Acquiror Organizational Documents) is present, approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding matters requiring Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purposeStockholder approval. The foregoing votes in this Section 5.02(cBoard of Directors of Merger Sub has duly adopted resolutions (i) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into approving this Agreement by Acquiror and the transactions contemplated hereby, the execution and delivery by Merger Sub of this Agreement and Merger Sub’s performance of its obligations under this Agreement, and consummation of the Transactions transactions contemplated hereby, (ii) declaring this Agreement and the approval merger to be advisable and in the best interests of Merger Sub and its sole stockholder, and (iii) recommending that Acquiror approve and adopt this Agreement and the Transaction ProposalsMerger in its capacity as the sole stockholder of Merger Sub.

Due Authorization. (a) Acquiror Each of ListCo and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement Agreement, the Plan of Merger and each other Transaction Agreement to which it is or will be a party andand (subject to the consents, upon receipt of the Acquiror Stockholder Approvalapprovals, authorizations and other requirements described in Section 5.03 or Section 5.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement Agreement, the Plan of Merger and such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board andthe board of directors of ListCo, except for the Acquiror Stockholder Approvalsole shareholder of Merger Sub, the board of directors of Merger Sub and no other corporate or equivalent proceeding on the part of Acquiror ListCo or Merger Sub is necessary to authorize this Agreement Agreement, the Plan of Merger or such other Transaction Agreements or AcquirorListCo’s or Merger Sub’s performance hereunder or thereunderthereunder (except that the ListCo Shareholder Approval is a condition to the consummation of the Merger). This Agreement has been, and each of the Plan of Merger and such other Transaction Agreement to which Acquiror has been or will be party, (when executed and delivered by ListCo and Merger Sub) duly and validly executed and delivered by Acquiror ListCo and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each of the Plan of Merger and such other Transaction Agreement to which Acquiror will be party, constitutes or will constitute a legal, valid and binding obligation of AcquirorListCo and Merger Sub, enforceable against Acquiror ListCo and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board hasboard of directors of ListCo has unanimously: (i) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Merger and the Amendment, (ii) determined that this Agreement and the transactions Transactions, including the Merger and the Amendment are fair to and in the best interests interest of Acquiror’s stockholdersListCo and the ListCo Shareholders, (ii) approved the Transactions and (iii) resolved to recommend to its shareholders that they approve the stockholders of Acquiror Agreement and the approval of each of other Transaction Agreements and the Transaction ProposalsTransactions, including the Merger and (iv) determined that the fair market value of the Company 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 hereofAmendment. (c) Assuming that At a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by and held, the Acquiror Board board of directors of Merger Sub has unanimously: (i) approved and held for such purpose. The foregoing votes declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Merger, (ii) determined that this Agreement and the Transactions, including the Merger, are in this Section 5.02(cthe best interest of Merger Sub and its sole shareholder, and (iii) are resolved to recommend the only votes adoption of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror the sole shareholder of Merger Sub. (d) The board of directors of the ListCo, the sole shareholder of Merger Sub has approved this Agreement and the consummation of the Transactions other Transaction Agreements and the approval of Transactions, including the Transaction ProposalsMerger and the Amendment, subject to the ListCo Shareholder Approval.

Due Authorization. (a) Acquiror Each of Rigel, Newco and Merger Sub has all requisite corporate or entity other applicable organizational power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of the Acquiror Rigel Stockholder Approval and the Newco Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors or equivalent governing body of each of Rigel, Newco, Merger Sub, and by Newco, as the sole shareholder of Merger Sub, and, except for the Acquiror Rigel Stockholder Approval and the Newco Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror Rigel, Newco or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or AcquirorRigel, Newco or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror Rigel, Newco or Merger Sub is or will be partya party has been or will be, duly and validly executed and delivered by Acquiror Rigel, Newco and/or Merger Sub, as applicable, and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror Rigel, Newco or Merger Sub is or will be a party, constitutes or will constitute a legal, valid and binding obligation of AcquirorRigel, Newco and/or Merger Sub, as applicable, enforceable against Acquiror Rigel, Newco or Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Extraordinary General Meeting, as adjourned or postposed, the only votes of any of Rigel’s capital stock necessary in connection with the entry into this Agreement by R▇▇▇▇, the consummation of the Transactions, including the Merger and the Closing, and the approval of the Rigel Stockholder Matters are as set forth on Section 7.02(b) of the Rigel Disclosure Letter (such votes, collectively, the “Rigel Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board hasboard of directors of R▇▇▇▇ has unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholders, Rigel and the Rigel Stockholders; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company Target Companies is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Rigel approval of the Transactions. (cd) Assuming that a quorum (as determined pursuant to To the Acquiror Organizational Documents) is presentKnowledge of Rigel, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board execution, delivery and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes performance of any of Acquiror’s capital stock necessary in connection with entry into this Transaction Agreement by Acquiror any party thereto, do not and the consummation will not conflict with or result in any violation of the Transactions and the approval any provision of the Transaction Proposalsany applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (x) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (y) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of Acquiror and by Acquiror as the sole stockholder of Merger Sub and (ii) determined by the Board and, except of Directors of Acquiror as advisable to and in the best interests of Acquiror and recommended for approval by the Acquiror Stockholder Approval, no Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, assuming the due authorization, execution and each such Transaction Agreement delivery by the other parties hereto, and at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B), (C) and (D) of Section 8.2(b) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Ordinary Shares entitled to vote who attend and vote 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; and (ii) each of those Transaction Proposals identified in clauses (E), (F), (G), (H), (I), and (J) of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock Ordinary Shares entitled to vote who attend and vote thereupon (as determined pursuant to the Acquiror Organizational Documentsin accordance with Acquiror’s Governing Documents and as required by NYSE regulations) at a stockholdersshareholders’ meeting duly called by the Board of Directors of Acquiror Board and held for such purpose. ; (c) The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s share capital stock necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactions transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the approval Board of Directors of Acquiror has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Each of Acquiror and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (b) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of Acquiror and by Acquiror as the sole stockholder of Merger Sub and (ii) determined by the Board and, except for of Directors of Acquiror as advisable to Acquiror and the Acquiror Stockholder Approval, no Stockholders and recommended for approval by the Acquiror Stockholders. No other corporate or equivalent company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Stockholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, each of the those Transaction Proposals identified in clauses (A) through (I) of Section 8.2(b) shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock Shares present and entitled to vote thereupon (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholders’ meeting duly called by the Board of Directors of Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) purposes, and such approvals are the only votes approvals of any of Acquiror’s capital stock Acquiror Stockholders necessary in connection with entry into the execution and delivery of this Agreement by the Acquiror and Merger Sub and the consummation of the Transactions transaction contemplated hereby. (c) At a meeting duly called and held, the approval Board of Directors of Acquiror has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror SPAC has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approvalparty, to perform its respective obligations hereunder and thereunder thereunder, and (subject to SPAC’s receipt of the SPAC Stockholder Approvals (in the case of SPAC)) to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements by SPAC and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board andthe SPAC Board, except for and upon receipt by SPAC of the Acquiror SPAC Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror SPAC is necessary to authorize this Agreement or such Transaction Ancillary Agreements or AcquirorSPAC’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror will be partybe, duly and validly executed and delivered by Acquiror SPAC and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror or will be partyconstitute, will constitute as applicable, a legal, valid and binding obligation of AcquirorSPAC, enforceable against Acquiror SPAC in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of a majority of the votes cast by holders of SPAC Common Stock, voting together as a single class, at the Special Meeting shall be required to approve each of the Proposals (including any separate or unbundled advisory proposals as are required to implement the foregoing), with each share of SPAC Common Stock entitling its holder to cast one (1) vote at the Special Meeting (the approval by SPAC Stockholders of all of the foregoing, collectively, the “SPAC Stockholder Approval”) and, assuming a quorum is present at the Special Meeting, the SPAC Stockholder Approval is the only vote of any holders of SPAC’s capital stock necessary in connection with the entry into this Agreement by SPAC and the consummation of the transactions contemplated hereby (except for the transactions contemplated by Section 8.14), including the Mergers. (c) At a meeting duly called and heldheld on the Amendment Date, the Acquiror Board hasSPAC Board, at a meeting with a quorum, by a unanimous vote of all board members present: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s SPAC and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes Taxes payable on interest earned on the Trust Accountearned) as of the date hereof. Amendment Date; (ciii) Assuming that approved the Transactions as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the Acquiror Organizational Documents) is present, SPAC Stockholders approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposalsmatters requiring SPAC Stockholder Approval.

Due Authorization. (a) Acquiror has all requisite company or corporate or entity power and and, subject to obtaining Acquiror Shareholder Approval, authority to (i) execute and deliver this Agreement and each Transaction of the Ancillary Agreements, (ii) subject to obtaining the Acquiror Shareholder Approval, consummate the transactions contemplated hereby and thereby and (iii) perform all obligations to be performed by it hereunder and thereunder. The Acquiror Board has (i) determined that this Agreement and the other documents contemplated hereby to which it Acquiror is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The hereby and thereby are advisable and in the best interests of Acquiror and Acquiror Shareholders; (ii) authorized and approved the execution, delivery and performance by Acquiror of this Agreement and such Transaction Agreements the other documents to which Acquiror is a party contemplated hereby and the transactions contemplated hereby and thereby; and (iii) recommended the adoption and approval of this Agreement and the other documents contemplated hereby to which Acquiror is a party and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no Shareholders. No other company or corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the other documents to which Acquiror is a party contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andAcquiror, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute assuming due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the any Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (i), (ii) and (iii) of Section 8.2(b) shall require approval by an affirmative vote of the holders of at least two-thirds of the issued and outstanding shares of Acquiror Common Stock entitled to vote, who attend and vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Acquiror Board and held for such purpose and (ii) each of those Transaction Proposals identified in clauses (iv), (v), (vi), (vii), (viii), (ix), and (x), of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the issued and outstanding shares of Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholdersshareholders’ meeting duly called by the Acquiror Board and held for such purpose. . (c) The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s share capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held or by unanimous written resolution, the approval of Acquiror Board has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror has all requisite corporate or entity power The execution and authority to execute delivery by the Borrower and deliver each Guarantor of this Agreement and the Notes, the execution and delivery by each Transaction Agreement of the Borrower and, if applicable, its Subsidiaries of the Collateral Documents and the other Loan Documents, in each case, to which it is or is to be a party andparty, upon receipt the performance by each of the Acquiror Stockholder Approval, to perform Borrower and each of its Subsidiaries of its obligations hereunder and thereunder thereunder, the granting of the Security Interests provided for in the Collateral Documents and to consummate all Loans obtained hereunder by the Transactions Borrower and its Subsidiaries, and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby other Indebtedness hereunder have been duly and validly authorized and approved by Acquiror Board andall necessary corporate action, do not (except for a report on Form 8-K or similar report by the Acquiror Stockholder ApprovalBorrower, no other corporate or equivalent proceeding on the part of Acquiror is any necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has beenblue sky filings, and each such Transaction Agreement to other filings, recordings, registrations, approvals and consents which Acquiror have been already made or obtained) require any filing or registration with or approval or consent of any governmental agency or authority, any creditor or any stockholder, do not and will be partynot conflict with, duly and validly executed and delivered by Acquiror andresult in any violation of, assuming due authorization and execution by each other party hereto and theretoor constitute any default under (a) any provision of the certificate of incorporation, this Agreement constitutesby-laws or similar organizational or governance document of the Borrower or any of its Subsidiaries, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend any material agreement or other material Instrument binding upon or applicable to the stockholders Borrower or any of Acquiror its Subsidiaries or the approval of each property of the Transaction Proposals, and (iv) determined that the fair market value Borrower or any of the Company 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. its Subsidiaries or (c) Assuming that a quorum (as determined any present law or governmental regulation or court decree or order applicable to the Borrower or any of its Subsidiaries or the property of the Borrower or any of its Subsidiaries, and will not result in or require the creation or imposition of any Security Interest in any of their respective properties pursuant to the Acquiror Organizational provisions of any agreement (excluding, however, the Security Interests created or to be created by the Collateral Documents) is present, each or other Instrument binding upon or applicable to the Borrower or any of its Subsidiaries or the property of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of Borrower or any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.its Subsidiaries. NYDOCS:1038799.10

Due Authorization. (a) Acquiror Each of the Buyer Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror Buyer Stockholder ApprovalMatters by the Buyer Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors or equivalent governing body of the applicable Buyer Party and, except for approval of the Acquiror Buyer Stockholder ApprovalMatters by the Buyer Stockholders, no other corporate or equivalent proceeding on the part of Acquiror any Buyer Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Buyer Party’s performance hereunder or thereunder. By Buyer’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the transactions contemplated hereby. This Agreement has been, and each such Transaction Agreement to which Acquiror such Buyer Party will be party, will be duly and validly executed and delivered by Acquiror such Buyer Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror such Buyer Party will be partyparty will constitute, will constitute a legal, valid and binding obligation of Acquirorsuch Buyer Party, enforceable against Acquiror each Buyer Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of Buyer’s capital stock necessary in connection with the entry into this Agreement by Buyer, the consummation of the transactions contemplated hereby, including the Closing, and the approval of the Buyer Stockholder Matters are as set forth on Schedule 7.02(b). (c) At a meeting duly called and held, the Acquiror Board hasboard of directors of Buyer has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to advisable and in the best interests of AcquirorBuyer’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) 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 less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the Acquiror Organizational Documents) is present, each stockholders of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the Buyer approval of the Transaction Proposalstransactions contemplated by this Agreement.

Due Authorization. (a) Acquiror Each of Holicity and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to this Agreement to which it is a party andand (subject to the approvals described in Section 5.06) (in the case of Holicity), upon receipt of the Acquiror Holicity Stockholder ApprovalApproval and effectiveness of the PubCo Charter, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements by each of Holicity and Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized by all requisite action and approved by Acquiror Board and(in the case of Holicity), except for the Acquiror Holicity Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror Holicity or Merger Sub is necessary to authorize this Agreement or such Transaction Ancillary Agreements or AcquirorHolicity’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror will be partybe, duly and validly executed and delivered by Acquiror each of Holicity and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Ancillary Agreement to which Acquiror will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Holicity and Merger Sub, enforceable against Acquiror each of Holicity and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At The affirmative vote of a meeting duly called majority of the votes cast at the Special Meeting, with the holders of (x) the Holicity Class B Common Stock voting separately as a single class and held(y) the Holicity Class A Common Stock and the Holicity Class B Common Stock voting together as a single class, in person or represented by proxy and entitled to vote thereon, is required to approve: (i) the Transaction Proposal, (ii) the Stock Issuance Proposal, (iii) the Amendment Proposal, and (iv) the PubCo Omnibus Incentive Plan Proposal, in each case, assuming a quorum is present (the approval by Holicity Stockholders of all of the foregoing, collectively, the Acquiror “Holicity Stockholder Approval”). The Holicity Stockholder Approval are the only votes of any of Holicity’s capital stock necessary in connection with the consummation of the transactions contemplated by this Agreement (including the Closing). The Sponsor holds sufficient shares of Holicity Class B Common Stock, and has the authority, to waive application of Section 4.3(b)(ii) of the Certificate of Incorporation (the “Class B Anti-Dilution Protection”) in the manner and on the terms contemplated by the Sponsor Agreement (and without the need for the consent or waiver of any other Person to be solicited or obtained). (c) The Holicity Board has: (i) determined that this Agreement and the transactions contemplated hereby (including the approval of the PubCo Charter) are fair to to, advisable and in the best interests of Acquiror’s Holicity and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; (as determined pursuant iv) approved this Agreement, the Subscription Agreements and the transactions contemplated hereby and thereby (including the PubCo Charter), the execution and delivery by Holicity of this Agreement, the Subscription Agreements and Holicity’s performance of its obligations under this Agreement, the Subscription Agreements and consummation of the transactions contemplated hereby and thereby; and (v) resolved to recommend to the Acquiror Organizational Documents) is present, stockholders of Holicity approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purposematters requiring Holicity Stockholder approval. The foregoing votes in this Section 5.02(cBoard of Directors of Merger Sub has duly adopted resolutions (i) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into approving this Agreement by Acquiror and the transactions contemplated hereby, the execution and delivery by Merger Sub of this Agreement and Merger Sub’s performance of its obligations under this Agreement and consummation of the Transactions transactions contemplated hereby, (ii) declared this Agreement and the approval merger to be advisable and in the best interests of Merger Sub and its sole stockholder and (iii) recommended that Holicity approve and adopt this Agreement and the Transaction ProposalsMerger in its capacity as the sole stockholder of Merger Sub.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Required Acquiror Stockholder Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and 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 applicable Acquiror Board Party and, except for the Required Acquiror Stockholder Shareholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party will be party, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholdersshareholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount assets held in the Trust Account (excluding less any deferred underwriting discounts and commissions and taxes Taxes payable on interest earned on the Trust Account) as of the date hereof. , (ciii) Assuming that approved the Transactions as a quorum Business Combination and (as determined pursuant iv) resolved to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled recommend to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation shareholders approval of the Transactions and the approval each of the Transaction Proposals.

Due Authorization. (a) Acquiror Each of Acquiror, First Merger Sub and Second Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction ancillary agreement to this Agreement to which it is a party andand (subject to the approvals described in Section 5.06) (in the case of Acquiror), upon receipt of the Acquiror Stockholder ApprovalApproval and the effectiveness of the Acquiror A&R Charter, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements ancillary agreements by each of Acquiror, First Merger Sub and Second Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board all requisite action and, except for the Acquiror Stockholder ApprovalApproval and the effectiveness of the Acquiror A&R Charter, no other corporate or equivalent proceeding on the part of Acquiror Acquiror, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements or Acquiror’s, First Merger Sub’s or Second Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror ancillary agreement will be partybe, duly and validly executed and delivered by Acquiror each of Acquiror, First Merger Sub and Second Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror ancillary agreement will be partyconstitute, will constitute a legal, valid and binding obligation of each of Acquiror, First Merger Sub and Second Merger Sub, enforceable against Acquiror each of Acquiror, First Merger Sub and Second Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of (i) holders of a majority of the votes of Acquiror Common Stock cast at the Special Meeting shall be required to approve each of the Issuance Proposal and each of the Subscription Proposals, (ii) holders of a majority of the outstanding shares of Acquiror Common Stock entitled to vote at the Special Meeting shall be required to approve the Amendment Proposal, and (iii) holders of a majority of the Acquiror Common Stock voted at the Special Meeting shall be required to approve the Incentive Plan Proposal, in each case, assuming a quorum is present, to approve the Proposals are the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the transactions contemplated hereby, including the Closing (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s Acquiror and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any business combination marketing (in lieu of deferred underwriting underwriting) commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the stockholders of Acquiror Organizational Documents) is present, approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding matters requiring Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsStockholder approval.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Board Party and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party will be party, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions as a Business Combination, (iii) resolved to recommend to the Acquiror’s stockholders of Acquiror the approval of each of the Transaction ProposalsAcquiror Stockholder Matters, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals Business Combination Proposal, Equity Incentive Plan Proposal, ESPP Proposal, Charter Proposal and Director Election Proposal shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. Acquiror, in its capacity as the sole stockholder of Merger Sub I and sole member of Merger Sub II, has approved this Agreement and the Transactions. (d) The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s the holders of the capital stock of Acquiror or any other Acquiror Party necessary in connection with entry into this Agreement by Acquiror Parties and the consummation of the Transactions and other transactions contemplated by this Agreement, and no other action on the approval part of any equityholder of any Acquiror Party is required in connection with Acquiror Parties’ entry into, or performance of any of the Transaction Proposalsobligations set forth in, this Agreement.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity limited liability company power and authority to (a) execute and deliver this Agreement and each Transaction Agreement the documents contemplated hereby, and (b) subject to which it is a party and, upon receipt of obtaining the Acquiror Stockholder Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) favorably recommended by the Special Committee to the board of directors of Acquiror, (ii) duly and validly authorized and approved by the board of directors of Acquiror Board andand by Acquiror as the sole member of Merger Sub, except for (iii) determined by the board of directors of Acquiror as advisable to Acquiror and the Acquiror Stockholder Approval, no Shareholders and (iv) recommended for approval by the Acquiror Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand/or Merger Sub, assuming due authorization as applicable, and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and/or Merger Sub, as applicable, enforceable against Acquiror and/or Merger Sub, as applicable, in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 8.2(b)(ii) shall require approval by an of a Special Resolution under Cayman Islands law, being the affirmative vote of the holders a majority of at least two-thirds of the Acquiror Shareholders who attend and vote at the Acquiror Shareholders’ Meeting; (ii) each of those Transaction Proposals identified in clauses (D), (E), (F), (G) and (J) of Section 8.2(b)(ii), in each case, shall require approval of an Ordinary Resolution under Cayman Islands law, being the affirmative vote of a majority of the outstanding Acquiror Common Stock entitled to Shareholders who attend and vote thereupon (as determined pursuant to at the Acquiror Organizational Shareholders’ Meeting; and (iii) each of those Transaction Proposals identified in clauses (H) and (I) of Section 8.2(b)(ii), in each case, the requisite approval required under Acquiror’s Governing Documents, the Cayman Islands Companies Act or other applicable law. (c) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s share capital stock necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactions transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the approval Special Committee has recommended the board of directors approve the Transaction Proposalstransactions contemplated thereby, and at a meeting duly called and held, the board of directors of Acquiror has unanimously approved the transactions contemplated by this Agreement.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority (i) to execute and deliver this Agreement and each Transaction Agreement the other documents to which it is a party andcontemplated hereby, upon and (ii) subject to receipt of the Acquiror Stockholder ApprovalApproval and the approvals described in Section 6.7, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder (including the Merger). On or prior to the date of this Agreement, each of the Boards of Directors of Acquiror and Merger Sub has duly adopted resolutions (a) determining that the Merger is fair to consummate and in the Transactions best interests of Acquiror and Merger Sub and their respective stockholders, as applicable, (b) authorizing and approving the transactions contemplated thereby. The execution, delivery and performance by Acquiror and Merger Sub of this Agreement and such Transaction Agreements and the consummation of the Transactions other documents to which Acquiror or Merger Sub, as applicable, is a party contemplated hereby and the transactions contemplated hereby and thereby have been duly (including the Merger) and validly authorized declared it advisable for Acquiror and approved Merger Sub, as applicable, to enter into this Agreement and the other documents contemplated hereby and (c) recommending the approval and adoption of this Agreement and the documents contemplated hereby, and the transactions contemplated hereby and thereby, including the Merger, by Acquiror Board and, except for the Acquiror Stockholder ApprovalStockholders and the sole stockholder of Merger Sub, no as applicable. No other corporate or equivalent proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the other documents to which it is a party contemplated hereby (other than the Acquiror Stockholder Approval). This Agreement has been, and each such Transaction Agreement on or prior to the Closing, the other documents to which Acquiror or Merger Sub is a party contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement on or prior to the Closing, the other documents to which Acquiror or Merger Sub is a party contemplated hereby will be partyconstitute, will constitute in each case assuming the due authorization, execution and delivery by the other parties hereto and thereto, a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, as applicable, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of (i) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Acquiror Stockholders’ Meeting shall be required to approve the Merger Proposal, (ii) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Acquiror Stockholders’ Meeting shall be required to approve the NASDAQ Proposal, (iii) (A) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Acquiror Class B Common Stock, voting separately as a single class, shall be required to approve the Amendment Proposal, and (iv) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Acquiror Stockholders’ Meeting shall be required to approve the Incentive Plan Proposal, the Purchase Plan Proposal and the CEO Incentive Plan Proposal, in each case, assuming a quorum is present, to approve such Transaction Proposal, and are the only votes of any Equity Interests of Acquiror necessary in connection with the entry into this Agreement by Acquiror and Merger Sub and the consummation of the transactions contemplated hereby, including the Merger (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Board of Directors of Acquiror Board has: (i) determined that has unanimously approved the transactions contemplated by this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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 hereofa Business Combination. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and 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 applicable Acquiror Board Party and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party will be party, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the board of directors of Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount assets held in the Trust Account (excluding less any deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. , (ciii) Assuming that approved the Transactions as a quorum Business Combination and (as determined pursuant iii) resolved to the Acquiror Organizational Documents) is present, recommend to Acquiror’s stockholders approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsStockholder Matters.

Due Authorization. (a) Each of Acquiror and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (ii) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by each of the Boards of Directors of Acquiror and Merger Sub, (B) determined by each of the Boards of Directors of Acquiror and Merger Sub as advisable to and in the best interests of Acquiror and the Acquiror Shareholders and the sole shareholder of Merger Sub, as applicable, and recommended for approval by the Acquiror Shareholders and the sole shareholder of Merger Sub, as applicable, and (C) duly and validly authorized and approved by Acquiror Board and, except for as the Acquiror Stockholder Approval, no sole shareholder of Merger Sub. No other corporate or equivalent company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, assuming the due authorization, execution and each such Transaction Agreement delivery by the other parties hereto, and at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company 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) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B), (C) and (D) of Section 8.2(b)(ii) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Common Shares as, being entitled to do so, vote thereupon in person or by proxy (as determined in accordance with Acquiror’s Governing Documents) at an extraordinary general meeting duly called by the Board of Directors of Acquiror and held for such purpose (a “Special Resolution”); (ii) each of those Transaction Proposals identified in clauses (E), (F), (G), (H) and (K) of Section 8.2(b)(ii), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock Shares as, being entitled to do so, vote thereupon in person or by proxy (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholders’ an extraordinary general meeting duly called by the Board of Directors of Acquiror Board and held for such purpose. purpose (an “Ordinary Resolution”); and (iii) the Transaction Proposals identified in clauses (I) and (J) of Section 8.2(b)(ii), in each case, shall require approval by either an Ordinary Resolution or a Special Resolution, as required by applicable Law and the Acquiror’s Governing Documents. (c) The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock shareholders necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactions transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the approval Board of Directors of Acquiror has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.