Common use of Due Authorization Clause in Contracts

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 Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a 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 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 such 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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

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 Shareholder Matters by the Acquiror ShareholdersStockholder 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 and validly and unanimously authorized and approved by Acquiror Board and, except for the board of directors or equivalent governing body of the applicable Acquiror Party andStockholder 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 any Acquiror PartyAcquiror’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 a party has been or will beparty, 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 such Acquiror PartyAcquiror, 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 has unanimouslyBoard has: (i) determined that this Agreement and the Transactions transactions are fair to and in the best interests of the Acquiror Shareholders; 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 (less excluding any deferred underwriting commissions and taxes payable on interest earnedearned on the Trust Account) as of the date hereof; . (iiic) approved 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 as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the TransactionsTransaction Proposals.

Due Authorization. (a) Each of the Acquiror HTP Parties has all requisite corporate or entity limited liability power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to which it such HTP Party is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters and to perform all obligations to be performed by the Acquiror Shareholders, to consummate the transactions contemplated hereby it hereunder and 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 contemplated hereby and thereby Transactions have been duly, duly and validly and unanimously authorized and approved by the board of directors directors, board of managers or equivalent governing body managing member, as applicable, of the applicable Acquiror Party andeach HTP Party, and no other corporate action or equivalent proceeding limited liability company action, as applicable on the part of any Acquiror HTP Party is necessary to authorize this Agreement or the Ancillary Agreements to which such Transaction Agreements HTP Party is (or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s will 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 and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp this Agreement by Company Merger Sub and LLC Merger Sub required for the TransactionsSub). This Agreement has beenbeen duly and validly executed and delivered by each of the HTP Parties and, assuming this Agreement constitutes a legal, valid and binding obligation of the other Parties, this Agreement constitutes 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 such Acquiror a HTP Party is or will be a party has been or party, when executed and delivered by such HTP Party, will be, be duly and validly executed and delivered by such Acquiror Party HTP Party, and, assuming due authorization such Ancillary Agreement constitutes a legal, valid and execution by each binding obligation of the other Party hereto and parties 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 such Acquiror HTP Party, enforceable against each Acquiror such HTP Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum The HTP Shareholder Approval is present at the Special Meeting, as adjourned or postposed, the only votes vote of any of AcquirorHTP’s members capital stock necessary in connection with the entry into this Agreement by the HTP Parties, and 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 governing body of directors each of Acquiror has unanimously: the HTP Parties have unanimously (i) determined that this Agreement and the Transactions are fair to advisable and in the best interests of the Acquiror Shareholderstheir respective stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) Account, as of the date hereofapplicable; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror Pre-Closing HTP Holders approval of the TransactionsTransactions (the “HTP Board Recommendation”).

Due Authorization. (a) Each of the Acquiror Parties Pubco has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror ShareholdersPubco Stockholder Approval, to perform its respective obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been dulyduly and validly authorized by all requisite corporate action on the part of Pubco, validly except for the Pubco Stockholder Approval, and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party Pubco is necessary to authorize this Agreement or such Transaction the Ancillary Agreements or any Acquiror PartyPubco’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 Ancillary Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party Pubco 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 such Acquiror Party is or will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyPubco, enforceable against each Acquiror Party 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) Assuming The affirmative vote of holders of a quorum is present majority of the outstanding shares of Pubco Common Stock entitled to vote at a special meeting of the Pubco Stockholders (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 shall be required to adopt this Agreement (such votes, collectively, the “Acquiror Shareholder Pubco Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror Pubco Board has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to to, advisable and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions Pubco and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combinationits stockholders; and (ivii) resolved to recommend to Pubco Stockholders the stockholders adoption of Acquiror approval of this Agreement (the Transactions“Pubco Board Recommendation”).

Due Authorization. (a) Each Other than the Company Stockholder Approvals and the consents listed on Section 4.2 of the Acquiror Parties 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 the other Transaction Agreement documents to which it is or will be a party and, upon receipt of approval of contemplated hereby and (subject to the Acquiror Shareholder Matters by the Acquiror Shareholders, approvals described in Section 4.4) to consummate the transactions contemplated hereby and therebythereby (including the Reorganization) and to perform all of its obligations hereunder and thereunder. 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 contemplated hereby and thereby (including the Reorganization) have been duly, duly and validly and unanimously authorized and approved by the board shareholders, Board of directors Directors or equivalent similar governing body of such Murano Party and of the Group Company, to the extent applicable Acquiror Party andand required under applicable Law, and no other corporate company corporate, or equivalent contractual proceeding other than the Company Stockholder Approvals on the part of any Acquiror Party the Company is necessary to authorize this Agreement and the other documents to which any Murano Party is or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactionswill 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 such Acquiror Murano Party is or will be a party has been or contemplated hereby will be, duly and validly executed and delivered by such Acquiror Murano Party andand 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 execution delivery by each the other Party hereto and thereto, this Agreement constitutesparties hereto, and each such Transaction Agreement on or prior to the Closing, the other documents to which such Acquiror Murano Party is or will be a partyparty contemplated hereby will, constitutes or will constitute subject to obtaining the authorizations listed on Section 4.2 of the Company Disclosure Letter, constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of such Acquiror Murano Party, enforceable against each 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) Assuming a quorum is present at On or prior to the Special Meeting, as adjourned or postposeddate of this Agreement, the only votes shareholders of the Company and (ii) prior to the Closing Date, each Group Company shall have duly adopted resolutions authorizing and approving the execution, delivery and performance by the Company and by each of the Group Company of the Reorganization and this Agreement and the other documents to which the Company or the applicable Group Company is or will be a party contemplated hereby and the transactions 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 Acquiror’s members necessary in connection with its stockholders to enter into this Agreement or the consummation of documents to which the Transactions, including Company or the Closing, 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 approval of the Acquiror Shareholder Matters are as set forth on corporate resolutions referred in this Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”4.2(b). (c) At a meeting duly called and held, the board The representative of directors of Acquiror has unanimously: (i) determined that each Murano Party executing this Agreement has the necessary power and the Transactions are fair authority to execute this Agreement on its behalf, which powers and authorities have not been modified, limited or revoked in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) manner as of the date hereof; . (d) ESC (i) is mentally competent and in all respects of sound mind, (ii) is over the age of 18, (iii) approved the Transactions as a Business Combination; and is used to managing his financial affairs, (iv) resolved has not had a conservator or guardian appointed for him pursuant to recommend a court order, (v) is familiar with and fully understands the nature, purpose and effect of this Agreement and the transactions contemplated hereby, and (vi) is a Mexican national, with legal capacity to execute this Agreement and any other ancillary document to which he is or will be a party, and to perform his obligations hereunder and thereunder. The execution by ESC of this Agreement and the stockholders ancillary documents to which he is a party, the performance of Acquiror approval his obligations hereunder and thereunder and the consummation of the Transactionstransactions provided for herein and therein have been validly authorized by all necessary action of ESC. For the avoidance of doubt, ESC represents that he is not married under applicable Law.

Due Authorization. (a) 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 Shareholder Matters by the Acquiror ShareholdersStockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror 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 any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a party has been or will beparty, 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 is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such 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 members capital stock necessary in connection with the entry into this Agreement by Acquiror, and 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 Closing (such votes, collectively, the “Acquiror Shareholder Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions Transaction are fair to and in the best interests of the Acquiror ShareholdersAcquiror’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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, subject to a Change in Recommendation as set forth in Section 9.03.

Due Authorization. (a) Each of the Acquiror Parties 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 other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (y) consummate the transactions contemplated hereby and therebythereby 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 contemplated hereby and thereby have been duly, (i) duly and validly and unanimously authorized and approved by the board Acquiror Special Commitee and by Acquiror as the sole and managing member or shareholder, as applicable, of directors or equivalent governing body of First Merger Sub and Second Merger Sub and (ii) determined by the applicable Acquiror Party and, no 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 any Acquiror Party 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 any prior to the date of the 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 TransactionsShareholders’ Meeting). This Agreement has been, and each such Transaction Agreement at or prior to which such Acquiror Party is or will be a party has been or the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by such Acquiror Party andeach of Acquiror, assuming due authorization First Merger Sub and execution by each other Party hereto and Second Merger Sub, to the extent a party 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 such Acquiror Party is or the Closing, the other documents contemplated hereby will be a partyconstitute, constitutes or will constitute assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of such Acquiror Partyeach of Acquiror, First Merger Sub and Second Merger Sub, to the extent a party thereto, enforceable against each Acquiror Party 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) Assuming a quorum is present at The Acquiror Shareholder Approval and the Special Meeting, as adjourned or postposed, Acquiror Class B Holder Consent are the only votes of any of Acquiror’s members share capital necessary in connection with entry into this Agreement by Acquiror, First Merger Sub and Second Merger Sub and the consummation of the Transactionstransactions contemplated hereby, 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 Special Commitee has unanimously: (i) determined that approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of Other than the Acquiror Parties 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 the other Transaction Agreement documents to which it is or will be a party and, upon receipt of approval of contemplated hereby and (subject to the Acquiror Shareholder Matters by the Acquiror Shareholdersapprovals described in Section 5.7), to consummate the transactions contemplated hereby and therebythereby and to perform all of its obligations hereunder and thereunder. 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 contemplated hereby and thereby have been duly(A) favorably recommended by the Special Committee of the Acquiror Board, (B) duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body Acquiror Board and (C) determined by the Special Committee of the applicable Acquiror Party and, 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 any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any and the documents to which 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 Transactionsis 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 such Acquiror Party is or will be a party has been or contemplated hereby will be, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party is or a party contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyAcquiror, enforceable against each Acquiror Party 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) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present present: (i) the Transaction Proposal identified in clause (A) of Section 9.2(a)(i) shall require approval by special resolution (as defined in the Cayman Companies Act) of the Acquiror’s Shareholders, which requires an affirmative vote of the holders of at least two-thirds of the Special Meetingissued and outstanding Acquiror Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as adjourned 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 Shares entitled to vote who attend (in person or postposed, 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. (c) The foregoing votes (including the Acquiror Shareholder Approval) are the only votes of any of Acquiror’s members Shares necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Closing, Initial 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”)Acquisition Closing. (cd) At a meeting duly called and held, the board of directors of Special Committee has recommended the Acquiror has unanimously: (i) determined that Board approve the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; , and (iv) resolved to recommend to at a meeting duly called and held, the stockholders of Acquiror approval of Board has approved the Transactionstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Each of the Acquiror Parties 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 each other Transaction Agreement the Ancillary Agreements, to which the extent it is or will be a party andthereto, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereofof this Agreement and the Ancillary Agreements to the extent it will be a party thereto, it has provided and the performance of all approvals 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 behalf Seller Parent, or of equityholders any applicable Order, and shall not result in any Lien on any of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsAcquired Assets (other than as may result from the action of the Buyers). This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party andSeller Parent, assuming due authorization and execution the Ancillary Agreements will, at the Closing, be duly executed and delivered by each other Party hereto and 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 such 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 such Acquiror Party it is or will be a party, constitutes and the execution and delivery of such agreement(s) and the performance of all of its obligations thereunder will prior to the Closing have been duly authorized by each such Seller Party. The signing, delivery and performance by each Seller Party of the Ancillary Agreement(s) to which it is a party are not prohibited or limited by, and shall not result in a material breach of or a material default under, any provision of the Organizational Documents of such Seller Party, or of any material Contract binding on such Seller Party, or of any applicable Order, and shall not result in any Lien on any of the Acquired Assets (other than as may result from the action of the Buyers). The Ancillary Agreements, upon their delivery at or prior to Closing, will have been duly executed and delivered by each Seller Party that is a party thereto and constitute a the legal, valid and binding obligation of such Acquiror Partyeach Seller Party that is a party thereto, enforceable against each Acquiror 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) 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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties ListCo and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement Ancillary Document to which it is or will be a party andand (subject to the consents, upon receipt of approval of the Acquiror Shareholder Matters approvals, authorizations and other requirements described in Section 4.03 or Section 4.05) to perform all obligations to be performed by the Acquiror Shareholders, it hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements other Ancillary Documents and the consummation of the transactions contemplated hereby and thereby Transactions have been duly, duly and validly and unanimously authorized and approved by the board ListCo Board, the sole stockholder of directors or equivalent governing body Merger Sub, and the sole director of the applicable Acquiror Party and, Merger Sub and no other corporate or equivalent proceeding on the part of any Acquiror Party ListCo or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements other Ancillary Documents or any Acquiror PartyListCo’s or Merger Sub’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 except for the Transactionsadoption 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 such Acquiror Party is or will be a party Ancillary Document has been or will be, be (when executed and delivered by ListCo and Merger Sub) duly and validly executed and delivered by such Acquiror Party ListCo and Merger Sub 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, Ancillary Document constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyListCo and Merger Sub, enforceable against each Acquiror Party ListCo and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming At a quorum is present at the Special Meeting, as adjourned or postposedmeeting duly called and held, the only votes of any of Acquiror’s members necessary in connection with ListCo Board has unanimously: (i) approved and declared advisable this Agreement and the other Ancillary Documents and the Transactions including the execution, delivery, and performance thereof, and the consummation of the TransactionsTransactions contemplated by this Agreement, including the ClosingMerger 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 are in the best interests of ListCo 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 the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter such proposal (such votes, collectively, the “Acquiror Shareholder ApprovalListCo Board Recommendation”). (c) At a meeting duly called and held, the board sole director of directors the of Acquiror has unanimouslyMerger Sub has: (i) approved and declared advisable this Agreement and the other Ancillary Documents and the Transactions, (ii) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions Merger Sub and taxes payable on interest earned) as of the date hereof; its sole stockholder, and (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders adoption of Acquiror approval this Agreement by the sole stockholder of Merger Sub. (d) The sole stockholder of Merger Sub has approved this Agreement and the other Ancillary Documents and the Transactions.

Due Authorization. (a) Each of the Acquiror Parties 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 other of the Transaction Agreement Documents to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation by it of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a 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 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 such Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptionstaken. (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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties The Company has all requisite corporate or entity company power and authority to execute and deliver this Agreement and each other Transaction Ancillary Document to this Agreement to which it is or will be 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 Shareholder Matters Merger by holders of (i) a majority of the Acquiror Shareholdersvoting power of the outstanding shares of Company Capital Stock, voting as a single class in accordance with the Company Certificate of Incorporation, (ii) a majority of the then-outstanding shares of Company Preferred Stock (the “Company Requisite Approval”), and (iii) the Company Preferred Stock Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. Prior to the Closing, the Company has received or shall have received the consent of at least a majority of the outstanding shares of Company Preferred Stock approving the transactions contemplated hereby and 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 contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body Company Board and, upon receipt of the applicable Acquiror Party andCompany Requisite Approval and the Company Preferred Stock Requisite Approval, no other corporate or equivalent company proceeding on the part of any Acquiror Party the Company is necessary to authorize this Agreement or such Transaction Agreements Ancillary Documents or any Acquiror Partythe Company’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 a party has been or Ancillary Document will be, duly and validly executed and delivered by such Acquiror Party the Company 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 partyconstitute, constitutes or will constitute as applicable, a legal, valid valid, and binding obligation of such Acquiror Partythe Company, enforceable against each Acquiror Party the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meetingapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar Laws affecting creditors’ rights generally and subject, as adjourned or postposedto enforceability, to general principles of equity. The Company Requisite Approval and the Company Preferred Stock Requisite Approval are the only votes of the holders of any class or series of Acquiror’s members necessary in connection with the consummation capital stock of the Transactions, including the Closing, Company required to approve 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 has unanimously: (i) determined that adopt this Agreement and approve the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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 Transactionstransactions contemplated hereby.

Due Authorization. (a) Each of the Acquiror Parties 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 or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, and to perform its obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, SPAC and no other corporate or equivalent proceeding on the part of any Acquiror Party SPAC is necessary to authorize this Agreement or such other Transaction Agreements or any Acquiror PartySPAC’s performance hereunder or thereunder. By Acquiror’s execution thereunder (except that the SPAC Shareholder Approval is a condition to the consummation of the First Merger and delivery hereof, it has provided all approvals on behalf the SPAC Second Merger Approval is a condition to the consummation of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsSecond Merger). This Agreement has been, and each such other Transaction Agreement to which such Acquiror Party is or will be a party has been or (when executed and delivered by SPAC) will be, duly and validly executed and delivered by such Acquiror Party SPAC 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 such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartySPAC, enforceable against each Acquiror Party SPAC in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at The only approvals or votes required from the Special Meeting, as adjourned or postposed, holders of the only votes of any of AcquirorSPAC’s members necessary 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 Acquiror Shareholder Matters SPAC Transaction Proposals and the SPAC Second Merger Proposals are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”Schedule 5.02(b). (c) At a meeting duly called and held, the board of directors of Acquiror SPAC has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; SPAC and the SPAC’s shareholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; , (iii) approved the Transactions as a Business Combination; and , (iv) resolved to recommend to the stockholders of Acquiror SPAC’s shareholders approval of each of the TransactionsSPAC Transaction Proposals, and (v) resolved to, immediately following the consummation of the First Merger at the First Effective Time, seek approval of each of the SPAC Second Merger Proposals.

Due Authorization. (a) Each of the Acquiror 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 or will be a party and, upon receipt of approval of the Acquiror Shareholder SPAC Stockholder Matters by the Acquiror ShareholdersSPAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror SPAC Party and, except for approval of the SPAC Stockholder Matters by the SPAC Stockholders, no other corporate or equivalent proceeding on the part of any Acquiror SPAC Party is necessary to authorize the execution, delivery and performance of this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunderAgreements. By AcquirorSPAC’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub Subs required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror SPAC Party is or will be a party has been or will beparty, duly and validly executed and delivered by such Acquiror 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 such Acquiror SPAC Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror SPAC Party, enforceable against each Acquiror 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 postposedpostponed, the only votes of any of AcquirorSPAC’s members 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 Acquiror Shareholder SPAC Stockholder Matters are as set forth on Section Schedule 6.02(b) of to the Acquiror SPAC Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”)Letter. (c) At a meeting duly called and heldheld or otherwise by unanimous written resolutions, the board of directors of Acquiror SPAC has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror ShareholdersSPAC’s shareholders; (ii) determined that the fair market value of the Company is equal to at least eighty percent (80% %) of the amount held in the Trust Account (less excluding Taxes paid or payable on the income earned on the Trust Account and excluding the amount of any deferred underwriting commissions and taxes payable on interest earnedcommissions) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror SPAC approval of the Transactions and the SPAC Stockholder Matters. (d) The board of directors of Merger Sub I and the managing member of Merger Sub II, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, have unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Merger Sub I’s sole stockholder and Merger Sub II’s sole and managing member, as applicable; (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 Agreement 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) 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 Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements the other Loan Documents to which the Borrower, any Subsidiary Guarantor or the Trust is or is to become a party and the consummation of the transactions contemplated hereby and thereby (i) are within the authority of the Borrower, such Subsidiary Guarantor and the Trust, (ii) have been duly, validly and unanimously duly authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding all necessary proceedings on the part of any Acquiror Party is necessary to authorize this Agreement the Borrower, such Subsidiary Guarantor or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a 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 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 such 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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less and any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; general partner or manager thereof, (iii) approved do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Transactions as a Business Combination; and Borrower, such Subsidiary Guarantor or the Trust is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower, such Subsidiary Guarantor or the Trust, (iv) resolved do not conflict with any provision of the Organizational 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 (vi) will not cause a failure to recommend 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 stockholders of Acquiror approval Borrower, such Subsidiary Guarantor, FP Redland Tech or the Trust or any of the TransactionsBorrower’s, such Subsidiary Guarantor’s, FP Redland Tech’s or the Trust’s properties (except for any such failure to 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 Trust, FPLP or any other member of the Potomac Group) or result in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the properties or assets of the Borrower, such Subsidiary Guarantor, FP Redland Tech or the Trust.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (i) consummate the transactions contemplated hereby and therebythereby 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 contemplated hereby and thereby have been duly, (A) duly and validly and unanimously authorized and approved by the board Board of directors or equivalent governing body Directors of Acquiror and by Acquiror as the applicable sole shareholder, as applicable, of Merger Sub and (B) determined by the Board of Directors of Acquiror Party and, no 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 any Acquiror Party or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any and the documents contemplated hereby (other than the 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 TransactionsShareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which such Acquiror Party is or will be a party has been or the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by such each of Acquiror Party 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 such Acquiror Party is or the Closing, the other documents contemplated hereby will be a partyconstitute, constitutes or will constitute assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of such each of Acquiror Partyand Merger Sub, enforceable against each Acquiror Party 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) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present present: (i) each of 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 Special Meetingoutstanding Acquiror Common Shares entitled to vote, who attend and vote thereupon (as adjourned or postposeddetermined 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 Shares entitled to 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; (c) The foregoing votes are the only votes of any of Acquiror’s members share capital necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactionstransactions contemplated hereby, 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”). (cd) At a meeting duly called and held, the board Board of directors Directors of Acquiror has unanimously: (i) determined that unanimously approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties FTAC 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 Shareholder FTAC Stockholder Matters by the Acquiror ShareholdersFTAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party FTAC and, except for approval of FTAC Stockholder Matters by FTAC Stockholders, no other corporate or equivalent proceeding on the part of any Acquiror Party FTAC is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror PartyFTAC’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 FTAC will be a party has been or will beparty, duly and validly executed and delivered by such Acquiror Party FTAC 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 is or FTAC will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyFTAC, enforceable against each Acquiror Party FTAC in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposedpostponed, the only votes of any of AcquirorFTAC’s members capital stock necessary in connection with the entry into this Agreement by FTAC, the consummation of the Transactionstransactions contemplated hereby, including the Closing, Closing and the approval of the Acquiror Shareholder FTAC Stockholder Matters are as set forth on Section Schedule 6.02(b) of the Acquiror Disclosure Letter (such votesFTAC Schedules. Each FTAC Stockholder is entitled to vote at the Special Meeting and is entitled to one vote per share. No “fair price”, collectively“moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation applicable to FTAC is applicable to any of the “Acquiror Shareholder Approval”)Transactions. (c) At a meeting duly called and held, the board of directors of Acquiror FTAC has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersFTAC’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to made the stockholders of Acquiror approval of the TransactionsFTAC Board Recommendation.

Due Authorization. (a) Each of the Acquiror Parties Such Acquisition Entity has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (b) consummate the transactions contemplated hereby and therebythereby 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 contemplated hereby and thereby have been duly, (i) duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of such Acquisition Entity and (ii) determined by the applicable Acquiror Party and, no board of directors of such Acquisition Entity as advisable to such Acquisition Entity and such Acquisition Entity’s shareholders and recommended for approval by such Acquisition Entity’s shareholders. No other corporate or equivalent company proceeding on the part of any Acquiror Party such Acquisition Entity is necessary to authorize this Agreement or and the other documents to which such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsAcquisition 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 such Acquiror Party Acquisition Entity is or will be a party has been or contemplated hereby will be, duly and validly executed and delivered by such Acquiror Party andAcquisition 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 such Acquiror Party Acquisition Entity is or a party contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyAcquisition Entity, enforceable against each Acquiror Party such Acquisition Entity in accordance with its terms, subject to the Enforceability Exceptions. applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (b) Assuming a quorum is present at the Special Meeting, as adjourned currently in effect 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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of enacted following the date hereof; (iii) approved the Transactions affecting creditors’ rights generally and subject, as a Business Combination; and (iv) resolved to recommend enforceability, to the stockholders general principles of Acquiror approval of the Transactionsequity.

Due Authorization. (a) Each of the Acquiror Parties Parent and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other 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 approval of the Acquiror Consents described in Section 6.4, the Parent Shareholder Matters by Approval and the Acquiror Shareholders, Merger Sub Shareholder Approval) to consummate the transactions contemplated hereby and 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 contemplated hereby and thereby Transactions have been duly, duly and validly and unanimously authorized and approved by all necessary and proper corporate action on its part, and, except for the board of directors or equivalent governing body of Parent Shareholder Approval and the applicable Acquiror Party andMerger Sub Shareholder Approval, no other corporate or equivalent proceeding action on the part of any Acquiror Party Parent or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement Documents to which such Acquiror Party it is or will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or will be a party at the Effective Time has been been, or when executed and delivered will be, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party each of the Company or SpinCo is or will be a partyparty 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 such Acquiror PartyParent and Merger Sub (as applicable), enforceable against each Acquiror Party 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 Special Parent Shareholders Meeting, as adjourned or postposedvote 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 AcquirorParent’s members share capital necessary in connection with entry into this Agreement by Parent and Merger Sub and 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”). (cd) At a meeting duly called and held, the board of directors of Acquiror Parent Board has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) unanimously approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactions.

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 party, to perform its obligations hereunder and thereunder and, upon receipt assuming the accuracy of approval of the Interested Stockholder Rep, and subject only to obtaining the Acquiror Shareholder Matters by Approval and the Acquiror ShareholdersMerger Sub Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror 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 any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s Promptly following the execution and delivery hereofof this Agreement, it has 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 Pubco, Corp First Merger Sub and LLC Second Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such an Acquiror Party is or will be a 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 party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party is or will be a party, party constitutes or will constitute constitute, a legal, valid and binding obligation of such Acquiror Party, enforceable against each 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 postposedpostponed from time to time in accordance with this Agreement, the only votes of the holders of any of Acquiror’s members 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 has unanimously: unanimously (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; , (ii) determined that 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, (iii) approved this Agreement and the Transactions as a Business Combination; Transactions, including the Mergers and the Domestication, on the terms and subject to the conditions of this Agreement, and (iv) resolved to recommend to made the stockholders of Acquiror approval of the TransactionsBoard Recommendation.

Due Authorization. (a) Each of the Acquiror Parties Metaldyne has all requisite full corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement the Related Agreements to which it is or will to be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, and to perform its obligations and consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by Metaldyne of this Agreement and such Transaction the Related Agreements to which it is to be a party have been duly and validly approved by all other corporate actions or proceedings on the consummation part of Metaldyne necessary to authorize this Agreement, the Related Agreements to which it is to be a party or the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunderthereby. By Acquiror’s execution and delivery hereof, it Metaldyne 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 a party has been or will be, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party it is or will to be a party. This Agreement constitutes and, constitutes or 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 such Acquiror PartyMetaldyne, enforceable against each Acquiror Party 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) Assuming a quorum is present at The shares of Series A-1 Preferred Stock, par value $1.00 per share, having the Special Meetingrights, as adjourned or postposedprivileges and preferences set forth in the form of Certificate of Designation attached to the Operating Agreement (the "Series A-1 Preferred Stock"), the only votes of any of Acquiror’s members necessary issuable to Seller in connection with a Metaldyne Call Option Closing have been duly authorized for issuance and sale to Seller pursuant to the consummation Operating Agreement, and, when issued and delivered by Metaldyne pursuant to the Operating Agreement against payment of the Transactionsconsideration set forth therein, including will be validly issued, fully paid and non-assessable. The shares of the ClosingSeries A-2 Preferred Stock, par value $1.00 per share, having the rights, privileges and preferences set forth in the Certificate of Designation attached to the Operating Agreement (the "Series A-2 Preferred Stock"), issuable to the holders of the Series A-1 Preferred Stock in exchange for shares of Series A-1 Preferred Stock pursuant to such Certificate of Designation have been duly authorized for issuance pursuant to the terms of such Certificate of Designation, and the approval when issued and delivered by Metaldyne pursuant thereto will be validly issued fully paid and nonassessable. Any such issuance of shares of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) Series A-1 Preferred Stock or the Series A-2 Preferred Stock is not subject to any preemptive or other similar rights of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”)any security holder of Metaldyne. (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. SPAC has the requisite power and authority to: (a) Each of the Acquiror Parties has all requisite corporate or entity power execute, deliver and authority to execute and deliver perform this Agreement and each the other Transaction Agreement 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 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 approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, or to consummate the transactions contemplated hereby and or thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and other than approval from the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsSPAC Stockholders. This Agreement has been, and each such the other Transaction Agreement Agreements to which such Acquiror Party it is or will be a party has been or (or, for the Transaction Agreements to be executed at Closing, will be, ) duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party is or be executed at Closing, will be a party, constitutes or will constitute a constitute) the legal, valid and binding obligation obligations of such Acquiror PartySPAC, enforceable against each Acquiror Party SPAC in accordance with its their respective terms, subject to the Enforceability Exceptions. (b) Remedies Exception. Assuming that a quorum (as determined pursuant to SPAC’s Organizational Documents) is present at the Special SPAC Stockholders’ Meeting, as adjourned clause (a) and clause (c) of the definition of the SPAC Transaction Proposals shall require approval by the affirmative vote of a majority of the votes cast by the holders of SPAC Shares present in person or postposed, represented by proxy at the SPAC Stockholders’ Meeting and entitled to vote thereon. The foregoing vote is the only votes vote of any of AcquirorSPAC’s members necessary in connection capital stock with regard to entry into this Agreement by SPAC and the consummation of the Transactions, 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”Merger). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties Entity has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (ii) consummate the transactions contemplated hereby and therebythereby and perform all obligations to be performed by it hereunder and thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of Acquiror Entity, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, a legal, valid and binding obligation of each Acquiror Entity, enforceable against each Acquiror Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly, (i) duly and validly and unanimously 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 or equivalent governing body of the applicable Acquiror Party andhas duly adopted a written consent or resolutions (i) determining that this Agreement, no the Domestication and the other corporate documents to which Acquiror is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of Acquiror’s shareholders, (ii) authorizing and approving the 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) authorizing the issuance of the Total Share Consideration in connection with 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 equivalent 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 any the Acquiror Party Entities is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a 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 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 such 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 documents contemplated hereby other than 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”)Approvals. (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of TRTL, TRTL Parent and the Acquiror Parties Company has all requisite corporate or entity power and authority to execute execute, deliver and deliver perform this Agreement and each other Transaction Agreement (subject to which it is or will be a party and, upon the approvals described in Section 6.5 and receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, TRTL Stockholder Approval) to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board respective boards of directors or equivalent governing body TRTL, TRTL Parent and TRTL Merger Sub and except for the TRTL Stockholder Approval and the adoption of this Agreement by TRTL Parent as the applicable Acquiror Party andsole stockholder of TRTL Merger Sub, no other corporate or equivalent proceeding on the part of any Acquiror Party TRTL, TRTL Parent or TRTL Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsAgreement. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party TRTL, TRTL Parent and TRTL Merger Sub and, assuming due authorization and execution by each other Party hereto and theretoparty hereto, 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 such Acquiror PartyTRTL, TRTL Parent and TRTL Merger Sub, enforceable against each Acquiror Party 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) Assuming 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 at present, to approve the Special Meeting, as adjourned or postposed, adoption of the Mergers and this Agreement is the only votes vote of any of AcquirorTRTL’s members capital stock necessary in connection with the entry into this Agreement by TRTL and the consummation of the Transactionstransactions contemplated hereby, 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 Closing (such votes, collectively, the “Acquiror Shareholder TRTL Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror TRTL Board has unanimously: unanimously (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of the Acquiror Shareholders; TRTL’s stockholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earnedthe income earned on the Trust Account) as of the date hereof; , (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; Combination and (iv) resolved to recommend to that the stockholders TRTL Stockholders vote their shares of Acquiror approval TRTL Common Stock in favor of the Transactionsadoption of this Agreement.

Due Authorization. (a) Each of the Acquiror Parties Parent and M▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other 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 approval of the Acquiror Consents described in Section 6.4, the Parent Shareholder Matters by Approval and the Acquiror Shareholders, Merger Sub Shareholder Approval) to consummate the transactions contemplated hereby and 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 contemplated hereby and thereby Transactions have been duly, duly and validly and unanimously authorized and approved by all necessary and proper corporate action on its part, and, except for the board of directors or equivalent governing body of Parent Shareholder Approval and the applicable Acquiror Party andMerger Sub Shareholder Approval, no other corporate or equivalent proceeding action on the part of any Acquiror Party Parent or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement Documents to which such Acquiror Party it is or will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or will be a party at the Effective Time has been been, or when executed and delivered will be, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party each of the Company or SpinCo is or will be a partyparty 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 such Acquiror PartyParent and Merger Sub (as applicable), enforceable against each Acquiror Party 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 Special Parent Shareholders Meeting, as adjourned or postposedvote 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 AcquirorParent’s members share capital necessary in connection with entry into this Agreement by P▇▇▇▇▇ and Merger Sub and 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”). (cd) At a meeting duly called and held, or by written resolutions of the board of Parent Board signed by all directors of Acquiror the Parent in lieu of a meeting, the Parent Board has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) unanimously approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactions.

Due Authorization. (a) Each of The Company has the Acquiror Parties has all 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 or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, and to consummate 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 contemplated hereby and thereby thereby) (i) are within the corporate power and authority of the Company and (ii) have been dulyduly authorized by all necessary corporate action of the Company, validly subject to (A) the approval and unanimously authorized and approved adoption of each Series B Certificate of Designation by the board of directors or equivalent governing body of Company Board, (B) the applicable Acquiror Party and, no other corporate or equivalent proceeding on Series A Holder Approval and (C) the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsCompany Stockholder Approval. This Agreement has been, and each such of the other Transaction Agreement Documents to which such Acquiror Party the Company is or will be a party has been or will when executed and delivered by the Company shall be, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party is or will be Documents when executed and delivered by the Company shall constitute, a party, constitutes or will constitute a legal, valid and binding obligation agreement of such Acquiror Party, the Company enforceable against each Acquiror Party 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) Assuming a quorum is present at the Special Meeting, as adjourned preemptive or postposed, the only votes other similar rights 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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval the 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 Transactionsapplicable Series B Certificate of Designation and the Warrants, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (ii) consummate the transactions contemplated hereby and therebythereby 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 contemplated hereby and thereby have been duly, (A) duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of Acquiror and (B) determined by the applicable board of directors of Acquiror Party and, no 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 any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any and the documents contemplated hereby (other than the 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 TransactionsShareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which such Acquiror Party is or will be a party has been or the Amalgamation Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party is or the Amalgamation Closing, the other documents contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyAcquiror, enforceable against each Acquiror 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) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present present: (i) the Transaction 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 Special Meetingissued and out outstanding Acquiror Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as adjourned 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 Shares entitled to vote who attend (in person or postposed, 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; (c) The foregoing votes (which include the Acquiror Shareholder Approval) are the only votes of any of Acquiror’s members Shares necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Closing, Merger 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”)Amalgamation Closing. (cd) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that unanimously approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Monocle Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which perform all obligations to be performed by it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and therebyhereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board of directors directors, board of managers or equivalent governing body managing member, as applicable, of the applicable Acquiror Party andeach Monocle Party, and no other corporate action or equivalent proceeding limited liability company action, as applicable on the part of any Acquiror Monocle Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof(other than (x) the Monocle Stockholder Approval, it has provided all approvals on behalf (y) the adoption of equityholders this Agreement by NewCo in its capacity as the sole stockholder of Pubco, Corp Merger Sub 1 and LLC Parent in its capacity as the sole member of Merger Sub required for 2, which adoptions will occur immediately following execution of this Agreement by Merger Sub 1 and Merger Sub 2, respectively, and (z) the Transactionsadoption 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 such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror Partythe other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the Monocle Parties, enforceable against each Acquiror Party 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) Assuming 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 at present, to approve the Special Meeting, as adjourned or postposed, Merger Proposals are the only votes of any of AcquirorMonocle’s members capital stock necessary in connection with the entry into this Agreement by the Monocle Parties, and the consummation of the Transactionstransactions contemplated hereby, 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 Monocle has unanimously: unanimously (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to advisable and in the best interests of the Acquiror ShareholdersMonocle’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereofAccount; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror Pre-Closing Monocle Holders approval of the Transactionstransactions contemplated by this Agreement.

Due Authorization. (a) Each of the Acquiror Parties 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 other Transaction Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror ShareholdersStockholder Approval, to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent similar governing body of Acquiror, Holdings and Merger Sub and, except for the applicable Acquiror Party andStockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party Acquiror, Holdings or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any the Transactions (other than the adoption by Acquiror Party’s performance hereunder or thereunder. By Acquiror’s 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 and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactionsthis Agreement). This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party andeach of Acquiror, Holdings and Merger Sub and assuming due authorization and execution by each other Party hereto and theretoparty hereto, 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 such Acquiror Partyeach of Acquiror, Holdings and Merger Sub, enforceable against each Acquiror Party 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) Assuming 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 at present, to approve the Special Meeting, as adjourned or postposed, Proposals are the only votes of any of Acquiror’s members capital stock necessary in connection with the entry into this Agreement by Acquiror, Holdings and Merger Sub, and the consummation of the Transactionstransactions contemplated hereby, 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 Closing (such votes, collectively, the “Acquiror Shareholder Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror Board has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersAcquiror’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactionstransactions contemplated by this Agreement.

Due Authorization. (a) Each of SPAC has 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 consents, upon receipt of approval of approvals, authorizations and other requirements described in Section 5.05 and the Acquiror SPAC Shareholder Matters by the Acquiror Shareholders, Approval) to perform its obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, validly and unanimously duly authorized and approved by the board of directors or equivalent governing body of SPAC Board and, other than the applicable Acquiror Party andconsents, 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 any Acquiror Party SPAC is necessary to authorize this Agreement or such any other Transaction Agreements or any Acquiror PartySPAC’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf thereunder (except that the SPAC Shareholder Approval is a condition to the consummation of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsFirst Merger). This Agreement has been, and each such other Transaction Agreement to which such Acquiror Party is or will be a party has been or will bebe (when executed and delivered by SPAC), duly and validly executed and delivered by such Acquiror Party SPAC and, assuming due authorization and valid authorization, execution and delivery by each other Party party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement to which such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartySPAC, enforceable against each Acquiror Party SPAC in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at The only approvals or votes required from the Special Meeting, as adjourned or postposed, the only votes holders of any of AcquirorSPAC’s members necessary Equity Securities in connection with the consummation of the Transactions, including the Closing, and the approval of the Acquiror Shareholder Matters Closing are as set forth on Section 6.02(b5.02(b) of the Acquiror SPAC Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”)Letter. (c) At a meeting duly called and held, the board of directors of Acquiror SPAC Board has unanimously: unanimously (i) determined that this Agreement and the Transactions are fair to and it is in the best interests of SPAC and the Acquiror 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) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; , (iii) approved the Transactions as a Business Combination; and , (iv) resolved approved this Agreement, the other Transaction Agreements to recommend which it is or will be a party and the Transactions, including the Mergers, the First Plan of Merger and the Second Plan of Merger and (v) adopted a resolution recommending to its shareholders the stockholders of Acquiror approval of the TransactionsSPAC Transaction Proposals.

Due Authorization. (a) Each of the Acquiror Parties 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 other Transaction Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, its Related Agreements and to consummate 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 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 authorized by all necessary corporate action, including the approval of the boards of directors of each of the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities. Each of the Parent, the Seller and Marconi IP has duly and validly executed and delivered this Agreement and, 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, execution and delivery of this Agreement and its Related Agreements by the other parties thereto, this Agreement constitutes, and each of the Seller's, Marconi IP's and, solely with respect to the Cross License Agreement, the other Marconi Entities' Related Agreements will after the Closing constitute, legal, valid and binding obligations of the 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 each of them (to the extent a party thereto) in accordance with their respective terms, subject to the Enforceability Limitations. (b) No vote of the holders of any class or series of capital stock or other securities of the Parent or any of its Affiliates (other than approval of FS Holdings Corp. as 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 date hereof) is necessary in connection with the execution and delivery of this Agreement and the Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a 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 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 such Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptionsthereby. (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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror 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 or will be a party and, upon receipt of approval of the Acquiror Shareholder Buyer Stockholder Matters by the Acquiror ShareholdersBuyer Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby by such other Transaction Agreements (assuming, if such consummation and therebyperformance, 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 hereby and thereby by such other Transaction Agreements (including the Extension Proposals) have been duly, validly and unanimously among those voting authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Buyer Party and, except for approval by the Buyer Stockholders of the Buyer Stockholder Matters and, if applicable, the Buyer Extension Approval, no other corporate or equivalent proceeding on the part of any Acquiror Buyer Party is necessary to authorize this Agreement or such other Transaction Agreements or any Acquiror Buyer Party’s performance hereunder or thereunder. By Acquiror▇▇▇▇▇’s execution and delivery hereof, it has provided all approvals on behalf of equityholders the equity holders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such other Transaction Agreement to which such Acquiror Buyer Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Buyer Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement to which such Acquiror Buyer Party is or will be a partyparty will constitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror Buyer Party, enforceable against each Acquiror 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 postposedpostponed, the only votes of any of AcquirorBuyer’s members 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 Acquiror Shareholder Buyer Stockholder Matters are as set forth on Section 6.02(bSchedule 6.02(b)(i), and (ii) of the Acquiror Disclosure Letter Extension Proposals are as set forth on Schedule 6.02(b)(ii) (such votes, collectively, the “Acquiror Shareholder Buyer Extension Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror ▇▇▇▇▇ has unanimouslyunanimously among those voting: (i) determined that this Agreement and the Transactions are fair to advisable and in the best interests of the Acquiror ShareholdersBuyer Stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror Buyer Stockholders approval of the Transactions.

Due Authorization. (a) Each of the Acquiror Parties and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each other Transaction Agreement the documents contemplated hereby, and (b) subject to which it is or will be a party and, upon receipt of approval of obtaining the Acquiror Shareholder Matters by the Acquiror ShareholdersStockholder Approval, to consummate the transactions contemplated hereby Transactions and 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 contemplated hereby and thereby Transactions have been duly, (i) duly and validly and unanimously authorized and approved by the board Acquiror Board and by Acquiror as the sole stockholder of directors or equivalent governing body of Merger Sub and (ii) determined by the applicable Acquiror Party and, 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 any Acquiror Party or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any and the documents contemplated hereby (other than the 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 TransactionsStockholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which such Acquiror Party is or will be a party has been or the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by such each of Acquiror Party 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 such Acquiror Party is or the Closing, the other documents contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such each of Acquiror Partyand/or Merger Sub, as applicable, enforceable against each Acquiror Party and/or Merger Sub, as applicable, in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present at the Special Meeting, as adjourned or postposedpresent, the Acquiror Stockholder Approval is the only votes vote of any of Acquiror’s members capital stock necessary in connection with entry into this Agreement by Acquiror and Merger Sub and 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 has unanimously: (i) determined that unanimously approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties Company, Pubco and Merger Sub has all requisite corporate or entity organizational power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to which it is or will be a party andparty, upon to perform its obligations hereunder and thereunder, and (subject to the receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, Company Requisite Approval) to consummate 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 contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the Company Board, the board of directors or equivalent governing body of Pubco (the “Pubco Board”), the sole stockholder of Pubco and the sole member of Merger Sub and upon receipt of the applicable Acquiror Party andCompany Requisite Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party the Company, Pubco or Merger Sub is necessary to authorize this Agreement or such Transaction Ancillary Agreements or any Acquiror Partythe Company’s, Pubco’s or Merger Sub’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 Ancillary Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party the Company, Pubco and Merger Sub 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 partyconstitute, constitutes or will constitute as applicable, a legal, valid and binding obligation of such Acquiror Partythe Company, Pubco and Merger Sub, enforceable against each Acquiror Party the Company, Pubco and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meetingapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as adjourned or postposedto enforceability, to general principles of equity. The Company Requisite Approval is the only votes vote of the holders of any of Acquiror’s members necessary in connection with the consummation equity interests of the Transactions, including the Closing, Company required to approve 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 has unanimously: (i) determined that adopt this Agreement and approve the Transactions are fair to transactions contemplated hereby. The Written Consent, if executed and in delivered by the best Company Members, would satisfy the Company Requisite Approval and no additional approval or vote from any holders of any equity interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal Company, Pubco or Merger Sub would then be necessary to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of adopt this Agreement or approve the Transactions.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction ancillary agreement to this Agreement to which it is or will be a party andand (subject to the approvals described in Section 5.07) (in the case of Acquiror), upon receipt of approval the Acquiror Stockholder Approval and the effectiveness of the Acquiror Shareholder Matters by the Acquiror ShareholdersA&R Charter, to perform its respective obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, validly and unanimously authorized by all requisite action and approved by (in the board case of directors or equivalent governing body Acquiror), except for the Acquiror Stockholder Approval and the effectiveness of the applicable Acquiror Party andA&R Charter, no other corporate or equivalent proceeding on the part of any Acquiror Party or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements or any Acquiror PartyAcquiror’s or Merger Sub’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 a party has been or ancillary agreement will be, duly and validly executed and delivered by such each of Acquiror Party and Merger Sub 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 ancillary agreement will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such each of Acquiror Partyand Merger Sub, enforceable against each of Acquiror Party 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) Assuming The affirmative vote of (i) holders of a quorum is present 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 adjourned or postposeda 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 members capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the Transactionstransactions contemplated hereby, including the Closing, and Closing (the approval by Acquiror Stockholders of all of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votesforegoing, collectively, the “Acquiror Shareholder Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror Board has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to to, advisable and in the best interests of the Acquiror Shareholdersand its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of each of the Transactionsmatters requiring Acquiror Stockholder approval.

Due Authorization. (a) Each of the Acquiror Parties Parent and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other 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 approval of the Acquiror Consents described in Section 6.4, the Parent Shareholder Matters by Approval and the Acquiror Shareholders, Merger Sub Shareholder Approval) to consummate the transactions contemplated hereby and 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 contemplated hereby and thereby Transactions have been duly, duly and validly and unanimously authorized and approved by all necessary and proper corporate action on its part, and, except for the board of directors or equivalent governing body of Parent Shareholder Approval and the applicable Acquiror Party andMerger Sub Shareholder Approval, no other corporate or equivalent proceeding action on the part of any Acquiror Party Parent or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement Documents to which such Acquiror Party it is or will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or will be a party at the Effective Time has been been, or when executed and delivered will be, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party each of the Company or SpinCo is or will be a partyparty 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 such Acquiror PartyParent and Merger Sub (as applicable), enforceable against each Acquiror Party 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 Special Parent Shareholders Meeting, as adjourned or postposedvote 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 AcquirorParent’s members share capital necessary in connection with entry into this Agreement by ▇▇▇▇▇▇ and Merger Sub and 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”). (cd) At a meeting duly called and held, or by written resolutions of the board of Parent Board signed by all directors of Acquiror the Parent in lieu of a meeting, the Parent Board has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) unanimously approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactions.

Due Authorization. (a) Each of SPAC has 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 consents, upon receipt of approval of approvals, authorizations and other requirements described in Section 5.05 and the Acquiror SPAC Shareholder Matters by the Acquiror Shareholders, Approval) to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions Transactions contemplated hereby and thereby have been duly, validly and unanimously duly authorized and approved by the board of directors or equivalent governing body of SPAC Board and, other than the applicable Acquiror Party andconsents, 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 any Acquiror Party SPAC is necessary to authorize this Agreement or such any other Transaction Agreements or any Acquiror PartySPAC’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf thereunder (except that the SPAC Shareholder Approval is a condition to the consummation of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsReincorporation Merger). This Agreement has been, and each such other Transaction Agreement to which such Acquiror Party is or will be a party has been or will bebe (when executed and delivered by SPAC), duly and validly executed and delivered by such Acquiror Party SPAC and, assuming due authorization and valid authorization, execution and delivery by each other Party party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement to which such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartySPAC, enforceable against each Acquiror Party SPAC in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at The only approvals or votes required from the Special Meeting, as adjourned or postposed, the only votes holders of any of AcquirorSPAC’s members necessary Equity Securities 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(b5.02(b) of the Acquiror SPAC Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”)Letter. (c) At a meeting duly called and heldheld or by way of a written resolution, the board of directors of Acquiror SPAC Board has unanimously: unanimously (i) determined that this Agreement and the Transactions are fair to and it is in the best interests of SPAC and the Acquiror 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) determined that the fair market value of the Company and its Subsidiaries is equal to at least 80% of the amount held in a trust account (the “Trust Account”), maintained by the Trustee pursuant to the Trust Account Agreement (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; , (iii) approved the Transactions as a Business Combination; and , (iv) resolved approved this Agreement, the other Transaction Agreements to recommend which it is or will be a party and the Transactions, and (v) passed a resolution recommending to its shareholders the stockholders of Acquiror approval of the TransactionsSPAC Transaction Proposals.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity power and authority to execute enter into and deliver perform its obligations under this Agreement and each other Transaction Agreement the Ancillary Agreements to which it is a party. (b) The execution, delivery and performance by A▇▇▇▇▇▇▇ and Merger Sub of this Agreement, and each Ancillary Agreement to which Acquiror or will be Merger Sub is a party andparty, upon receipt and the consummation by Acquiror and Merger Sub of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and thereby. The thereby have been duly authorized by all requisite corporate action on the part of Acquiror and Merger Sub and no other corporate proceedings on the part of Acquiror or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement, any Ancillary Agreements to which Acquiror or Merger Sub is a party or to consummate the Merger and the other transactions contemplated hereby or thereby. This Agreement has been, and each Ancillary Agreement to which Acquiror or Merger Sub is a party will be, duly and validly executed and delivered by Acquiror and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto and thereto, constitute, or will constitute, the valid and binding obligation of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (c) The board of directors of Acquiror and the Merger Sub has unanimously (a) approved and declared the advisability of this Agreement and such Transaction the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a 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 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 such 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 determined that the consummation of the Transactions, including the Closing, transactions contemplated hereby and the approval of the Acquiror Shareholder Matters thereby 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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; Merger Sub and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactionsand Merger Sub.

Due Authorization. (a) Each of the Acquiror Parties ListCo, Merger Sub and Merger Sub II has all requisite corporate or entity power and authority to execute and deliver this Agreement Agreement, the Plans of Merger and each other Transaction Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance of this Agreement Agreement, the Plans of Merger and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of ListCo at the recommendation of the applicable Acquiror Party andAudit Committee, the sole shareholder of Merger Sub, the board of directors of Merger Sub, the sole shareholder of Merger Sub II, and the board of directors of Merger Sub II, and no other corporate or equivalent proceeding on the part of any Acquiror Party ListCo, Merger Sub or Merger Sub II is necessary to authorize this Agreement Agreement, the Plans of Merger or such other Transaction Agreements or any Acquiror PartyListCo’s, Merger Sub’s and Merger Sub II’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf thereunder (except that the ListCo Shareholder Approval is a condition to the consummation of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsMergers). This Agreement has been, and each of the Plans of Merger and such other Transaction Agreement to which such Acquiror Party is or will be a party has been or (when executed and delivered by ListCo, Merger Sub and Merger Sub II) will be, duly and validly executed and delivered by such Acquiror Party ListCo, ▇▇▇▇▇▇ Sub and Merger Sub II and, assuming due authorization and execution by each other Party party hereto and thereto, this Agreement constitutes, and each of the Plans of Merger and such other Transaction Agreement to which such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyListCo, Merger Sub and Merger Sub II, enforceable against each Acquiror Party ListCo, Merger Sub and Merger Sub II in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at The only approvals or votes required from the Special Meeting, as adjourned or postposed, holders of the only votes of any of AcquirorListCo’s members necessary Equity Securities in connection with the entry into this Agreement by ListCo, the consummation of the Transactions, including the Closing, and the approval of the Acquiror Shareholder Matters Transactions are as set forth on Section 6.02(b) of the Acquiror ListCo Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”Schedule 5.02(b). (c) At a meeting duly called and held, the board of directors of Acquiror ListCo has unanimously, upon the unanimous recommendation of the Audit Committee: (i) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment, (ii) determined that this Agreement and the Transactions Transactions, including the Mergers and the Amendment, are fair to and in the best interests interest of ListCo and the Acquiror ListCo Shareholders; , and (iii) resolved to recommend to its shareholders that they approve this Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment. (d) At a meeting duly called and held, the board of directors of Merger Sub has unanimously: (i) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment, (ii) determined that this Agreement and the fair market value of Transactions, including the Company is equal to at least 80% of Mergers and the amount held Amendment, are in the Trust Account (less any deferred underwriting commissions best interest of Merger Sub and taxes payable on interest earned) as of the date hereof; its sole shareholder, and (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders adoption of Acquiror approval of this Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment by the sole shareholder of Merger Sub. (e) At a meeting duly called and held, the board of directors of Merger Sub II has unanimously: (i) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment, (ii) determined that this Agreement and the Transactions, including the Mergers and the Amendment, are in the best interest of Merger Sub II and its sole shareholder, and (iii) resolved to recommend the adoption of this Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment by the sole shareholder of Merger Sub II. (f) ListCo, as the sole shareholder of Merger Sub and Merger Sub II, has approved this Agreement and the other Transaction Agreements and the Transactions, including the Mergers and the Amendment.

Due Authorization. (a) Each of GCM PubCo, the Acquiror Parties Grosvenor Companies and Grosvenor Holders has all requisite company or corporate or entity power power, as applicable, and authority to execute execute, deliver and deliver perform under this Agreement and each the other Transaction Agreement documents to which it is or will be a party and, upon receipt of approval of contemplated hereby and (subject to the Acquiror Shareholder Matters by the Acquiror Shareholders, approvals described in Section 3.5) to consummate the transactions contemplated hereby Transactions and therebyto perform all of its obligations hereunder and thereunder. The execution, delivery and performance by each of GCM PubCo, the Grosvenor Companies and Grosvenor Holders of this Agreement and such Transaction Agreements the other documents to which GCM PubCo, any Grosvenor Company or Grosvenor Holder is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby Transactions (including, for clarity, the issuance by (i) the Surviving Corporation of the Surviving Corporation Common Stock and thereby Surviving Corporation Warrants (including the shares of Surviving Corporation Common Stock issuable upon exercise thereof, when issued) and (ii) Grosvenor Capital of the GCM PubCo Matching Grosvenor Common Units and GCM PubCo Matching Grosvenor Warrants (including the Grosvenor Common Units issuable upon exercise thereof, when issued)) have been duly, duly and validly and unanimously authorized and approved by the managing member, general partner, board of directors managers or equivalent board of directors, as applicable (or similar governing body persons/bodies), of the applicable Acquiror Party andGCM PubCo, each such Grosvenor Company and Grosvenor Holder, and no other company or corporate or equivalent proceeding on the part of any Acquiror Party GCM PubCo, the Grosvenor Companies or Grosvenor Holders is or will be necessary to authorize this Agreement and the other documents to which GCM PubCo, any Grosvenor Company or such Transaction Agreements Grosvenor Holder is or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereofwill be a party contemplated hereby, it has provided all approvals on behalf of equityholders of Pubcoin each case, Corp Merger Sub and LLC Merger Sub required for the Transactionsas applicable. This Agreement has been, and each such Transaction Agreement on or prior to the Closing, the other documents to which such Acquiror Party GCM PubCo, any Grosvenor Company or Grosvenor Holder is or will be a party has been or contemplated hereby will be, duly and validly executed and delivered by GCM PubCo, each such Acquiror Party and, assuming due authorization Grosvenor Company or Grosvenor Holder 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 such Acquiror Party GCM PubCo, any Grosvenor Company or Grosvenor Holder is or will be a partyparty contemplated hereby will constitute, constitutes or will constitute a legal, valid and binding obligation of GCM PubCo, each such Acquiror PartyGrosvenor Company or Grosvenor Holder, enforceable against GCM PubCo, each Acquiror Party such Grosvenor Company or Grosvenor Holder, in each case, 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) Assuming a quorum is present at On or prior to the Special Meetingdate of this Agreement, the managing member, general partner, board of managers or board of directors, as adjourned applicable (or postposedsimilar governing persons/bodies), of GCM PubCo, each Grosvenor Company and Grosvenor Holder has duly adopted resolutions (i) determining that this Agreement and the only votes other documents to which GCM PubCo, such Grosvenor Company or Grosvenor Holder is or will be a party contemplated hereby and the Transactions are advisable and fair to, and in the best interests of, GCM PubCo, such Grosvenor Company or Grosvenor Holder and its partners, members or stockholders, in each case, as applicable, and (ii) authorizing and approving the execution, delivery and performance by GCM PubCo, such Grosvenor Company or Grosvenor Holder of any of Acquiror’s members necessary in connection with this Agreement and the other documents to which GCM PubCo, such Grosvenor Company or Grosvenor Holder is or will be a party contemplated hereby and the consummation of the Transactions, including in each case, as applicable. No other company or corporate action is required on the Closing, and the approval part of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectivelyGCM PubCo, the “Acquiror Shareholder Approval”). (c) At a meeting duly called and heldGrosvenor Companies, the board Grosvenor Holders or any of directors of Acquiror has unanimously: (i) determined that their respective partners, members or stockholders to enter into this Agreement and or the Transactions are fair documents to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the which such Grosvenor Company or Grosvenor Holder is equal or will be a party contemplated hereby or to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of approve the Transactions, in each case, as applicable.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction ancillary agreement to this Agreement to which it is or will be a party andand (subject to the approvals described in Section 5.07) (in the case of Acquiror), upon receipt of approval the Acquiror Stockholder Approval and the effectiveness of the Acquiror Shareholder Matters by the Acquiror ShareholdersCharter Amendment, to perform its respective obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, validly and unanimously authorized by all requisite action and approved by (in the board case of directors or equivalent governing body Acquiror), except for the Acquiror Stockholder Approval and the effectiveness of the applicable Acquiror Party andCharter Amendment, no other corporate or equivalent proceeding on the part of any Acquiror Party or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements or any Acquiror Party’s Acquiror's or Merger Sub'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 a party has been or ancillary agreement will be, duly and validly executed and delivered by such each of Acquiror Party and Merger Sub 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 ancillary agreement will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such each of Acquiror Partyand Merger Sub, enforceable against each of Acquiror Party 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) Assuming 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 at present, to approve the Special Meeting, as adjourned or postposed, Proposals are the only votes of any of Acquiror’s members 's capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the Transactionstransactions contemplated hereby, including the Closing, and Closing (the approval by Acquiror Stockholders of all of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votesforegoing, collectively, the “"Acquiror Shareholder Stockholder Approval”"). (c) At a meeting duly called and held, the board of directors of Acquiror Board has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to to, advisable and in the best interests of the Acquiror Shareholdersand its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of each of the Transactionsmatters requiring Acquiror Stockholder approval.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (b) consummate the transactions contemplated hereby and therebythereby 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 contemplated hereby and thereby have been duly, (i) duly and validly and unanimously authorized and approved by the board Board of directors or equivalent governing body Directors of Acquiror and by Acquiror as the applicable sole shareholder, as applicable, of Merger Sub and (ii) determined by the Board of Directors of Acquiror Party and, no 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 any Acquiror Party or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any and the documents contemplated hereby (other than the 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 TransactionsShareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which such Acquiror Party is or will be a party has been or the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by such each of Acquiror Party 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 such Acquiror Party is or the Closing, the other documents contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such each of Acquiror Partyand Merger Sub, enforceable against each Acquiror Party 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) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present present: (i) each of 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 Special Meetingoutstanding Acquiror Common Shares entitled to vote, who attend and vote thereupon (as adjourned or postposeddetermined 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 Shares entitled to 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; (c) The foregoing votes are the only votes of any of Acquiror’s members share capital necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactionstransactions contemplated hereby, 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”). (cd) At a meeting duly called and held, the board Board of directors Directors of Acquiror has unanimously: (i) determined that unanimously approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties Dataradio has all requisite corporate or entity power and authority authority, and has taken all action necessary, to execute execute, deliver and deliver perform this Agreement and each other Transaction Agreement the Ancillary Agreements to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholdersparty, to consummate the transactions contemplated hereby and therebythereby and to perform its obligations hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction the Ancillary Agreements by Dataradio and the consummation by Dataradio of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and duly approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no Dataradio. No other corporate or equivalent proceeding proceedings on the part of any Acquiror Party is Dataradio are necessary to authorize this Agreement or such Transaction and the Ancillary Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub the transactions contemplated hereby and LLC Merger Sub required for the Transactionsthereby. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party Dataradio and is, and, assuming due authorization upon execution and execution by each other Party hereto and theretodelivery of the Ancillary Agreements, this Agreement constitutes, and each such Transaction Agreement the Ancillary Agreements to which such Acquiror Party Dataradio is or party will be a partybe, constitutes or will constitute a the legal, valid and binding obligation obligations of such Acquiror PartyDataradio, enforceable against each Acquiror Party it in accordance with its termstheir respective terms except as enforcement may be limited by applicable bankruptcy, subject to insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and except insofar as the Enforceability Exceptionsavailability of equitable remedies may be limited by applicable law. (b) Assuming Each of the Shareholders has all requisite power and authority, and has taken all action necessary, to execute, deliver and perform this Agreement and the Ancillary Agreements to which it is a quorum is present at party, to consummate the Special Meeting, as adjourned or postposed, transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery of this Agreement and the only votes of any of Acquiror’s members necessary in connection with Ancillary Agreements by each Shareholder and the consummation by each Shareholder of the Transactions, including the Closing, transactions contemplated hereby 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 thereby have been duly called and held, approved by the board of directors of Acquiror such Shareholder. This Agreement has unanimously: (i) determined that this Agreement been duly executed and the Transactions are fair to and in the best interests delivered by each of the Acquiror Shareholders; (ii) determined that the fair market value Shareholders and is, and, upon execution and delivery of the Company Ancillary Agreements, the Ancillary Agreements to which each Shareholder is equal to at least 80% party will be, the legal, valid and binding obligations of each of the amount held Shareholders, enforceable against it in accordance with their respective terms except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws affecting creditors' rights generally and except insofar as the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as availability 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 Transactionsequitable remedies may be limited by applicable law.

Due Authorization. (a) Each of the Acquiror Parties 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 or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, and to perform its obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, SPAC and no other corporate or equivalent proceeding on the part of any Acquiror Party SPAC is necessary to authorize this Agreement or such other Transaction Agreements or any Acquiror PartySPAC’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf thereunder (except that the SPAC Shareholder Approval is a condition to the consummation of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsMerger). This Agreement has been, and each such other Transaction Agreement to which such Acquiror Party is or will be a party has been or (when executed and delivered by SPAC) will be, duly and validly executed and delivered by such Acquiror Party SPAC 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 such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartySPAC, enforceable against each Acquiror Party SPAC in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at The only approvals or votes required from the Special Meeting, as adjourned or postposed, holders of the only votes of any of AcquirorSPAC’s members necessary 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 Acquiror Shareholder Matters SPAC Transaction Proposals are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”Schedule ‎5.02(b). (c) At a meeting duly called and held, the board of directors of Acquiror SPAC has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; SPAC and the SPAC’s shareholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; , (iii) approved the Transactions as a Business Combination; Combination and (iv) resolved to recommend to the stockholders of Acquiror SPAC’s shareholders approval of each of the TransactionsSPAC Transaction Proposals.

Due Authorization. (a) Each of the Acquiror Parties Parent and Merger Sub has all requisite full corporate or entity limited liability company power and authority to execute enter into, deliver and deliver perform this Agreement and each other Transaction Agreement to which it is or will be a party its Related Agreements and, upon subject to receipt of approval the Parent Stockholder Approvals and to the adoption of this Agreement by Parent as the Acquiror Shareholder Matters by the Acquiror Shareholderssole equityholder of Merger Sub, to consummate the transactions contemplated hereby and thereby. The Special Committee has unanimously (a) determined that the terms of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) are fair to and in the best interests of Parent and its stockholders (other than the Excluded Company Parties), (b) approved the execution, delivery and performance of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) and (c) recommended that the Parent Board approve, and recommend that Parent’s stockholders approve, the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances). The Parent Board (acting on the recommendation of the Special Committee) has, by unanimous vote of the Transaction Directors, (i) determined that the terms of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) are fair to and in the best interests of Parent and its stockholders (other than the Excluded Company Parties), (ii) approved the execution, delivery and performance of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances), (iii) directed that the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) be submitted to Parent’s stockholders for approval at a duly held meeting of such stockholders for such purpose (the “Stockholders Meeting”) and (iv) resolved to recommend that Parent’s stockholders approve the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) at the Stockholders Meeting (the foregoing clause (c) and this clause (iv), collectively, the “Parent Recommendation”). Parent, as the sole equityholder of Merger Sub, and the board of managers of Merger Sub, have approved and declared advisable the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement. Except for (x) (1) the approval of the Share Issuances by the affirmative vote of the holders of a majority of the total votes of Parent Common Shares cast on such matter in person or by proxy at the Stockholders Meeting (or any adjournment thereof), as required by Rule 5635(a) of the Nasdaq Listing Rules (the “Parent Nasdaq Stockholder Approval”), (2) the approval of the Transaction Agreements and the consummation Transactions (including the Mergers and the Share Issuances) by the affirmative vote of the holders of a majority of the total voting power of Parent Common Shares present in person or by proxy at the Stockholders Meeting (or any adjournment thereof) (the “Parent General Stockholder Approval”) and (3) the approval of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) by the affirmative vote of the holders of a majority of the total voting power of Parent Common Shares not owned, directly or indirectly, by the Excluded Company Parties present in person or by proxy at the Stockholders Meeting (or any adjournment thereof), where a majority of the outstanding Parent Common Shares not owned, directly or indirectly, by the Excluded Company Parties are present in person or by proxy at the Stockholders Meeting (or any adjournment thereof) (the “Parent Unaffiliated Stockholder Approval” and, together with the Parent Nasdaq Stockholder Approval and the Parent General Stockholder Approval, the “Parent Stockholder Approvals”), and (y) the adoption of this Agreement by Parent as the sole equityholder of Merger Sub, no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize, adopt or approve, as applicable, this Agreement or Parent’s Related Agreements or to consummate the transactions contemplated hereby and or thereby have been duly, validly and unanimously authorized and approved by (except for the board of directors or equivalent governing body filing of the applicable Acquiror Party and, no other corporate or equivalent proceeding on Certificate of Merger pursuant to the part DLLCA). Each of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution Parent 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 a party has been or will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization this Agreement and execution by each other Party hereto has duly and thereto, this validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) its Related Agreements. This Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party is Parent’s Related Agreements upon execution and delivery by Parent (assuming due power and authority of, and due execution and delivery by, the other Parties or parties thereto) will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation obligations of such Acquiror PartyParent and Merger Sub (as applicable), enforceable against each Acquiror Party Parent and Merger Sub (as applicable) in accordance with its their terms, subject to in each case except as such enforceability may be limited by 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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties The Company has all requisite corporate or entity 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 and (subject to the approvals described in Section 5.05 and the adoption of this Agreement and the approval of the Acquiror Shareholder Matters Transactions by the Acquiror Shareholders(i) holders of a majority of the outstanding shares of Company Stock and Company Special Voting Stock, voting together as a single class on an as-converted basis, (ii) holders of a majority of the outstanding shares of Company Preferred Stock and the Company Special Voting Preferred Stock, including a majority of the outstanding shares of the Company Senior Preferred Stock, voting together as a single class on an as-converted basis, (iii) holders of a majority of the Company Special Voting Stock, (iv) holders of a majority of the outstanding shares of Series C Preferred Stock, Series C-1 Preferred Stock and the Special Voting Series C Stock, including a majority of the outstanding shares of the Series C-1 Preferred, (v) holders of a majority of the outstanding shares of Series D Preferred Stock, Series D-1 Preferred Stock and the Special Voting Series D Stock, including a majority of the outstanding shares of the Series D-1 Preferred and (vi) holders of a majority of the outstanding shares of Series E Preferred Stock and the Special Voting Series E Stock (such majorities, the “Company Requisite Approval”)), to perform its obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body Company Board and upon receipt of the applicable Acquiror Party andCompany Requisite Approval, no other corporate or equivalent company proceeding on the part of any Acquiror Party the Company is necessary to authorize or adopt this Agreement or such other Transaction Agreements or any Acquiror Partyto authorize the Company’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 other Transaction Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party the Company 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 partyconstitute, constitutes or will constitute as applicable, a legal, valid and binding obligation of such Acquiror Partythe Company, enforceable against each Acquiror Party the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the Enforceability Exceptionsonly vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. (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 heldheld or by way of written consent, the board of directors of Acquiror Company Board has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to to, advisable and in the best interests of the Acquiror ShareholdersCompany and its stockholders; (ii) determined that approved the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions transactions contemplated by this Agreement; and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend recommended to the stockholders of Acquiror approval the Company that they adopt this Agreement and approve each of the Transactionsmatters requiring Company Requisite Approval (the “Company Board Recommendation”).

Due Authorization. (a) Each of Altimar Party has the Acquiror Parties has all requisite corporate or entity other 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 approval of the Acquiror Shareholder Altimar Stockholder Matters by the Acquiror ShareholdersAltimar Stockholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party andAltimar Party, and Altimar and the Altimar Parties have, by their respective execution and delivery hereof, delivered the Altimar Board Recommendation and the Altimar Subsidiary Approvals, respectively, and except for approval of the Altimar Stockholder Matters by the Altimar Stockholders, no other corporate or equivalent proceeding on the part of any Acquiror Altimar Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror PartyAltimar’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 a party has been or will (when executed and delivered) be, duly and validly executed and delivered by such Acquiror each Altimar Party that is party thereto and, assuming due authorization and valid authorization, execution and delivery 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 such Acquiror each Altimar Party, enforceable against each Acquiror such Altimar Party in accordance with its terms, subject to the Enforceability Exceptions. The Required Altimar Stockholder Approvals are the only approvals of the holders of any class or series of equity of Altimar required to approve and adopt this Agreement and approve the Transactions contemplated hereby. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposedpostponed, the only votes of any of AcquirorAltimar’s members capital stock necessary in connection with the entry into this Agreement by Altimar, the consummation of the Transactionstransactions contemplated hereby, including the Closing, Closing and the approval of the Acquiror Shareholder Altimar Stockholder Matters are as set forth on Section Schedule 6.02(b) of the Acquiror Disclosure Letter (such votesAltimar Schedules. Each Altimar Stockholder is entitled to vote at the Special Meeting and is entitled to one vote per share. No “fair price”, collectively“moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation applicable to Altimar is applicable to any of the “Acquiror Shareholder Approval”)Transactions. (c) At a meeting duly called and held, the board of directors of Acquiror Altimar has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersAltimar’s stockholders; (ii) determined that the fair market value of the Company Fathom and its Subsidiaries, taken as a whole, is equal to at least 80% of the amount held in the Trust Account (less any deferred Table of Contents underwriting commissions and taxes payable on interest earned) as of the date hereofExecution Date; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to made the stockholders of Acquiror approval of the TransactionsAltimar Board Recommendation.

Due Authorization. (a) Each of the Acquiror TZUP Parties 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 andand (subject to the approvals described in Section 6.02(b), in the case of TZUP, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror ShareholdersTZUP Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror TZUP Party and, except as provided in Article X including receipt of the TZUP Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror TZUP Party is necessary to authorize this Agreement or such Transaction Agreements Documents or any Acquiror TZUP Party’s performance hereunder or thereunder. By AcquirorTZUP’s execution and delivery hereof, it has provided all approvals on behalf of equityholders the equityholder of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement Document to which such Acquiror TZUP Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror TZUP Party and, assuming due and valid authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement Document to which such Acquiror TZUP Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror TZUP Party, enforceable against each Acquiror TZUP Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the TZUP Special Meeting, as adjourned or postposed, the only votes of any of AcquirorTZUP’s members capital stock necessary in connection with the entry into this Agreement by TZUP, the consummation of the Transactions, including the Closing, and the approval of the Acquiror Shareholder TZUP Stockholder Matters are as set forth on Section 6.02(b) the approval of a majority of the Acquiror Disclosure Letter voting power present in person or by proxy at the TZUP Special Meeting (such votes, collectively, the “Acquiror Shareholder TZUP Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror TZUP has unanimously: (i) determined that this Agreement and the Transactions are fair to be put forth to TZUP stockholders for approval; and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions approved this Agreement and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties The Company has all requisite corporate or entity power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each the other Transaction Agreement Agreements to which it is or will be a party and, upon receipt of approval of party; and (b) carry out the Acquiror Shareholder Matters by the Acquiror Shareholders, Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions (including the Merger), in each case, subject to the consents, approvals, authorizations and therebyother requirements described in Section 4.5. The execution, execution and delivery and performance by the Company of this Agreement and such the other Transaction Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby Transactions (including the Merger) have been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and thereby have been dulyvalidly authorized by all requisite action, validly and unanimously authorized and approved including approval by the board of directors or equivalent governing body of the applicable Acquiror Party Company and, following receipt of the affirmative vote or consent of the holders of shares representing a majority of the voting power of the Company required to approve and adopt this Agreement, the Merger and the other Transactions under the Charter Documents and the DGCL, including, without limitation, the approval of the holders of the Company Preferred Stock, Class A Common Stock and Class B Common Stock, respectively, including the (y) approval of the holders of Company Preferred Stock voting as a separate class and (z) approval of holders of the Company Preferred Stock and the Company Common Stock voting as a single class (on an as converted basis) (collectively, the “Company Stockholder Approval”), and no other corporate or equivalent proceeding on the part of any Acquiror Party the Company is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsAgreement. This Agreement has been, and each such the other Transaction Agreement Agreements to which such Acquiror Party it is or will be a party has have been or will be, duly and validly executed and delivered by such Acquiror Party and, 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 such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror Partyeach of Parent and Merger Sub) constitute or will constitute the legal, valid and binding obligation of the Company, enforceable against each Acquiror Party the Company in accordance with its their terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meetingapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as adjourned or postposedto enforceability, the only votes to general principles 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 equity (such votes, collectively, the “Acquiror Shareholder ApprovalRemedies Exception”). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

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 Shareholder Matters by the Acquiror ShareholdersStockholder Approval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror 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 any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp First Merger Sub and LLC 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 a 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 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 such 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 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 Shareholder Stockholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror ShareholdersStockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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. (d) To the knowledge of Acquiror, the execution, delivery and performance of any Transaction Agreement by any party thereto, 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) Each of the Acquiror Parties and Amalgamation Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to which it is or will be a party andand (subject to the approvals described in Section 5.07) (in the case of Acquiror), upon receipt of approval of the Acquiror Shareholder Matters by Approval and effectiveness of the Acquiror ShareholdersPubCo Charter, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements by each of Acquiror and Amalgamation Sub and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized by all requisite action and approved by (in the board case of directors or equivalent governing body of Acquiror), except for the applicable Acquiror Party andShareholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party or Amalgamation Sub is necessary to authorize this Agreement or such Transaction Ancillary Agreements or any Acquiror PartyAcquiror’s or Amalgamation Sub’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 Ancillary Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such each of Acquiror Party and Amalgamation Sub 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 such Acquiror Party is or will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such each of Acquiror Partyand Amalgamation Sub, enforceable against each of Acquiror Party and Amalgamation 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) Assuming The approval by (A) an ordinary resolution in accordance with the Governing Documents of the Acquiror requiring the affirmative vote of a simple majority of the votes cast at the Extraordinary General Meeting, with the holders of (x) the Acquiror Class B Ordinary Shares voting separately as a single class and (y) the Acquiror Class A Ordinary Shares and the Acquiror B Ordinary Shares 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 Share Issuance Proposal, and (iii) the Acquiror Incentive Plan Proposal, in each case, assuming a quorum is present; and (B) a special resolution in accordance with the Governing Documents of the Acquiror requiring the affirmative vote of at least two-thirds majority of the votes cast at the Extraordinary General meeting, with the holders (x) the Acquiror Class B Ordinary Shares voting separately as a single class and (y) the Acquiror Class A Ordinary Shares and (z) the Acquiror Class B Ordinary Shares voting together as a single class, in person or represented by proxy and entitled to vote thereon, is required to approve the Amendment Proposal, in each case assuming a quorum is present at (the Special Meeting, as adjourned or postposed, the only votes approval by Acquiror Shareholders of any of Acquiror’s members necessary in connection with the consummation all 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 votesforegoing, collectively, the “Acquiror Shareholder Approval”). The Acquiror Shareholder Approval are the only votes of any of Acquiror’s capital shares necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the transactions contemplated hereby (including the Closing). (c) At a meeting The Acquiror Board has duly called and held, the board of directors of Acquiror has unanimouslyadopted resolutions: (i) determined determining that this Agreement and the Transactions transactions contemplated hereby (including the approval of the PubCo Charter) are fair to to, advisable and in the best interests of the Acquiror Shareholdersand its shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; (iv) approved this Agreement, the Transaction Financing 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 (ivv) resolved to recommend to the stockholders shareholders of Acquiror approval of each of the Transactionsmatters requiring Acquiror Shareholder Approval. The Board of Directors of Amalgamation Sub has duly adopted resolutions (i) approving this Agreement and the transactions contemplated hereby, the execution and delivery by Amalgamation Sub of this Agreement and Amalgamation Sub’s performance of its obligations under this Agreement and consummation of the transactions contemplated hereby, (ii) declared this Agreement and the merger to be advisable and in the best interests of Amalgamation Sub and its sole shareholder and (iii) recommended that Acquiror approve and adopt this Agreement and the Amalgamation in its capacity as the sole shareholder of Amalgamation Sub.

Due Authorization. (a) Each of Other than the Acquiror Parties 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 the other Transaction Agreement documents to which it is or will be a party and, upon receipt of approval of contemplated hereby and (subject to the Acquiror Shareholder Matters by the Acquiror Shareholdersapprovals described in Section 5.7), to consummate the transactions contemplated hereby and therebythereby and to perform all of its obligations hereunder and thereunder. 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 contemplated hereby and thereby have been duly, (A) duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of Acquiror Board and (B) determined by the applicable Acquiror Party and, no 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 any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any and the documents to which 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 Transactionsis a party contemplated hereby. This Agreement has been, and each such Transaction Agreement on or prior to the First Closing, the other documents to which such Acquiror Party is or will be a party has been or contemplated hereby will be, duly and validly executed and delivered by such Acquiror Party 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 First Closing, the other documents to which such Acquiror Party is or a party contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyAcquiror, enforceable against each Acquiror Party 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) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present present: (i) the Transaction Proposal identified in clause (A) of Section 9.2(a)(i) shall require approval by Special Resolution (as defined in the Cayman Companies Act) of the Acquiror Shareholders, which requires an affirmative vote of the holders of at least two-thirds of the Special Meetingissued and outstanding Acquiror Ordinary Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as adjourned 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) to (D) 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 Ordinary Shares entitled to vote who attend (in person or postposed, 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. (c) The foregoing votes (including the Acquiror Shareholder Approval) are the only votes of any of Acquiror’s members Shares necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Closing, First 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”)Second Closing. (cd) At a meeting duly called and held, the board of directors of Acquiror Board has unanimously: (i) determined that approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to which it is, or is or will be contemplated to be, a party and, upon and (subject to receipt of approval of the Acquiror Shareholder Matters by Stockholder Approval and the Acquiror Shareholders, 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 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 each Ancillary Agreement to which Acquiror or Merger Sub is, or is contemplated hereby and thereby to be, a party have been duly, duly and validly and unanimously authorized and approved by the Acquiror Board and the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize Merger Sub and this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s will, within 24 hours of its execution and delivery hereofby all of the Parties, it has provided all approvals on behalf be approved by Acquiror as the sole stockholder of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsSub. This Agreement has been, and each such Transaction Agreement of the Ancillary Agreements to which such Acquiror Party or Merger Sub is, or is or will be contemplated to be, a party has been or will be, as applicable, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party or Merger Sub is, or is or contemplated to be, a party constitutes or, upon execution prior to the Closing, as applicable, will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror Partyor 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 each Acquiror Party or Merger Sub, as applicable, in accordance with its terms, subject to the Enforceability Exceptions. (b) Prior to Acquiror’s execution and delivery of this Agreement, at a meeting duly called and held, the Acquiror Board has taken the Acquiror Board Actions, and, 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 Acquiror’s Governing Documents) is present present: (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 Special Meetingissued 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 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 Shares voting together as adjourned a single class, in accordance with the Governing Documents of Acquiror and applicable Law, whether in person or postposedby proxy at an Acquiror Stockholders’ Meeting (or any adjournment or postponement thereof) 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 votes described in Section 6.2(c) are the only votes of any the holders of Acquiror’s members Equity Securities of Acquiror necessary in connection with the consummation of the TransactionsMerger, including the Closing, PIPE Investment 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 has unanimously: (i) determined that other transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less or any deferred underwriting commissions and taxes payable on interest earned) 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 TransactionsAncillary Agreement.

Due Authorization. (a) Each of the Acquiror Parties ListCo and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement Agreement, the Plan of Merger, the Articles of Merger and each other Transaction Agreement to which it is or will be a party andand (subject to the consents, upon receipt of approval of the Acquiror Shareholder Matters approvals, authorizations and other requirements described in Section 5.03 or Section 5.05) to perform all obligations to be performed by the Acquiror Shareholders, it hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance of this Agreement Agreement, the Plan of Merger, the Articles of Merger and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of ListCo, the applicable Acquiror Party andsole shareholder of Merger Sub, the board of directors of Merger Sub and no other corporate or equivalent proceeding on the part of any Acquiror Party ListCo or Merger Sub is necessary to authorize this Agreement Agreement, the Plan of Merger, the Articles of Merger or such other Transaction Agreements or any Acquiror PartyListCo’s or Merger Sub’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf thereunder (except that the ListCo Shareholder Approval is a condition to the consummation of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsMerger). This Agreement has been, and each of the Plan of Merger, the Articles of Merger and such other Transaction Agreement to which such Acquiror Party is or will be a party has been or will be, be (when executed and delivered by ListCo and Merger Sub) duly and validly executed and delivered by such Acquiror Party ListCo and Merger Sub and, assuming due authorization and execution by each other Party party hereto and thereto, this Agreement constitutes, and each of the Plan of Merger , the Articles of Merger and such other Transaction Agreement to which such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyListCo and Merger Sub, enforceable against each Acquiror Party ListCo and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming At a quorum is present at the Special Meeting, as adjourned or postposedmeeting duly called and held, the only votes board of any directors of Acquiror’s members necessary in connection with ListCo has unanimously: (i) approved and declared advisable this Agreement and the consummation of other Transaction Agreements and the Transactions, including the ClosingMerger and the Amendment, (ii) determined that this Agreement and the Transactions, including the Merger and the Amendment are in the best interest of ListCo and the ListCo Shareholders, and (iii) resolved to recommend to its shareholders that they approve the approval of Agreement and the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of other Transaction Agreements and the Acquiror Disclosure Letter (such votesTransactions, collectively, including the “Acquiror Shareholder Approval”)Merger and the Amendment. (c) At a meeting duly called and held, the board of directors of Acquiror Merger Sub has unanimously: (i) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Merger, (ii) determined that this Agreement and the Transactions Transactions, including the Merger, are fair to and in the best interests interest of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions Merger Sub and taxes payable on interest earned) as of the date hereof; its sole shareholder, and (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend the adoption of this Agreement by 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 other Transaction Agreements and the Transactions, including the Merger and the Amendment, subject to the stockholders of Acquiror approval of the TransactionsListCo Shareholder Approval.

Due Authorization. (a) Each of the Acquiror Parties Entity has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (ii) consummate the transactions contemplated hereby and therebythereby and perform all obligations to be performed by it hereunder and thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of Acquiror Entity, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, a legal, valid and binding obligation of each Acquiror Entity, enforceable against each Acquiror Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly, (i) duly and validly and unanimously authorized and approved by the board Board of directors Directors of Acquiror and Blocker Merger Subs, by Acquiror as the sole shareholder of each Blocker Merger Sub, and by Acquiror as the sole member of Merger Sub LLC, (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 and (iii) determined by the Board of Directors of each Blocker Merger Sub as advisable to each such Blocker Merger Sub and the sole shareholder of Blocker Merger Subs and recommended for approval by the sole shareholder of Blocker Merger Subs. No other action or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any the Acquiror Party Entities is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a 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 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 such 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 documents contemplated hereby other than 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”)Approvals. (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties The SPAC has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other 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 approval of the Acquiror Consents described in Section 4.4, the SPAC Shareholder Matters by the Acquiror Shareholders, Approval) to consummate the transactions contemplated hereby and therebyTransactions. The execution, execution and delivery and performance by the SPAC 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 the SPAC of the transactions contemplated hereby Transactions (other than the authorization, filing and thereby registration of the Plan of Merger, the approval and adoption of the Surviving Company M&A and the resignation of directors of SPAC in accordance with Section 1.2(b)(iii)) have been duly, duly and validly and unanimously authorized and approved by all necessary and proper corporate action on its part, and, except for the board SPAC Shareholder Approval and the authorization, filing and registration of the Plan of Merger, the approval and adoption of the Surviving Company M&A and the resignation of directors or equivalent governing body of the applicable Acquiror Party andSPAC Board in accordance with Section 1.2(b)(iii), no other corporate or equivalent proceeding action on the part of any Acquiror Party the SPAC is necessary to authorize this Agreement or such the Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement Documents to which such Acquiror Party it is or will be a 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 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 such 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 postposedEffective Time. Additionally, 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 SPAC has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held balance in the Trust Account (less any not including deferred underwriting commissions discounts and taxes payable on interest earned) as commissions. Each of this Agreement and the Transaction Documents to which it is or will be a party at the Effective Time has been, or when executed and delivered will be, duly and validly executed and delivered by the SPAC and (assuming that this Agreement or such other applicable Transaction Documents to which the Company is or will be a party at the Effective Time constitutes a legal, valid and binding obligation of the date hereofCompany) constitutes or will constitute a legal, valid and binding obligation of the SPAC, enforceable against the SPAC in accordance with its terms, subject to the Remedies Exception. (b) Assuming that a quorum (as determined pursuant to the SPAC’s Governing Documents) is present: (i) each of the Transaction Proposals identified in clause (E) of Section 5.4(e)(ii) shall require approval by a special resolution under the Cayman Companies Act (being the affirmative vote of the holders of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at the SPAC Shareholders Meeting); (ii) each of the Transaction Proposals identified in clauses (A), (B), (C), (D) and (F) of Section 5.4(e)(ii) shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of such members as, being entitled to do so, vote in person or by proxy at the SPAC Shareholders Meeting); and (iii) each of the remaining Transaction Proposals identified in Section 5.4(e)(ii), in each case, shall require approval by the number of holders of the SPAC Ordinary Shares required to approve such Transaction Proposals under applicable Law and the Governing Documents of the SPAC. (c) The foregoing votes are the only votes of any of the SPAC’s share capital necessary in connection with entry into this Agreement by the SPAC and the consummation of the Transactions, including the Closing. (d) At a meeting duly called and held, or by written resolutions of the SPAC Board signed by all directors of the SPAC in lieu of a meeting, the SPAC Board has unanimously approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactions.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (ii) consummate the transactions contemplated hereby and therebythereby 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 contemplated hereby and thereby have been duly, (A) duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of Acquiror Board and (B) determined by the applicable Acquiror Party and, no 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 any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any and the documents contemplated hereby other than the 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 TransactionsShareholder Approval. This Agreement has been, and each such Transaction Agreement at or prior to which such Acquiror Party is or will be a party has been or the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by such Acquiror Party 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 such Acquiror Party is or the Closing, the other documents contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyAcquiror, enforceable against each Acquiror 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) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present present, each of those Transaction Proposals identified in clauses (A), (B) and (C) of Section 8.2(a)(i), 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 Special Meeting, issued and outstanding Acquiror Shares entitled to vote who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as adjourned or postposed, determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Acquiror Board and held for such purpose. (c) The foregoing votes (which include the Acquiror Shareholder Approval) are the only votes of any of Acquiror’s members Shares necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactionstransactions contemplated hereby, 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”). (cd) At a meeting duly called and held, the board of directors of Acquiror Board has unanimously: (i) determined that unanimously approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to this Agreement to which it is or will be a party andand (subject to the approvals described in Section 5.07) (in the case of Acquiror), upon receipt of approval the Acquiror Stockholder Approval and effectiveness of the Acquiror Shareholder Matters by the Acquiror ShareholdersPubCo Charter, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements by each of Acquiror and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized by all requisite action and approved by (in the board case of directors or equivalent governing body of Acquiror), except for the applicable Acquiror Party andStockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party or Merger Sub is necessary to authorize this Agreement or such Transaction Ancillary Agreements or any Acquiror PartyAcquiror’s or Merger Sub’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 Ancillary Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such each of Acquiror Party and Merger Sub 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 such Acquiror Party is or will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such each of Acquiror Partyand Merger Sub, enforceable against each of Acquiror Party 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) Assuming The affirmative vote of a quorum is present majority of the votes cast at the Special Meeting, as adjourned by the holders of the Acquiror Common Stock present in person or postposedrepresented 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 Acquiror Incentive Plan 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 are the only votes of any of Acquiror’s members capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the Transactions, transactions contemplated hereby (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 The Acquiror Board has duly called and held, the board of directors of Acquiror has unanimouslyadopted resolutions: (i) determined that this Agreement and the Transactions transactions contemplated hereby and thereby (including the approval of the PubCo Charter) are fair to to, advisable and in the best interests of the Acquiror Shareholdersand its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; (iv) approved this Agreement, the Subscription Agreements and the transactions contemplated hereby and thereby (including the PubCo Charter), the execution and delivery by Acquiror of this Agreement, the Subscription Agreements and Acquiror’s performance of its obligations under this Agreement, the Subscription Agreements and consummation of the transactions contemplated hereby and thereby and (ivv) resolved to recommend to the stockholders of Acquiror approval of each of the Transactionsmatters requiring Acquiror Stockholder approval. The Board of Directors of Merger Sub has duly adopted resolutions (i) approving this Agreement 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 contemplated hereby, (ii) declared this Agreement and the merger to be advisable and in the best interests of Merger Sub and its sole stockholder and (iii) recommended that Acquiror approve and adopt this Agreement and the Merger in its capacity as the sole stockholder of Merger Sub.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity company power and and, subject to obtaining the Acquiror Shareholder Approval, authority to (i) execute and deliver this Agreement and each the other Transaction Agreement documents to which it is or will be a party andcontemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (ii) consummate the transactions contemplated hereby and therebythereby 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 other documents to which Acquiror or Merger Sub is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly, (A) duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body each of the applicable Boards of Directors of Acquiror Party andand Merger Sub, no (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 as the sole shareholder of Merger Sub. No other corporate or equivalent company proceeding on the part of any Acquiror Party or Merger Sub is necessary to authorize this Agreement and the other documents to which Acquiror or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for is a party contemplated hereby (other than the TransactionsAcquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to the Closing, the other documents to which such Acquiror Party or Merger Sub is or will be a party has been or contemplated hereby will be, duly and validly executed and delivered by such each of Acquiror Party 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 thereto, and at or prior to the Closing, the other documents to which such Acquiror Party or Merger Sub is or a party contemplated hereby will be a partyconstitute, constitutes or will constitute assuming the due authorization, execution and delivery by the other parties hereto, a legal, valid and binding obligation of such each of Acquiror Partyand Merger Sub, enforceable against each Acquiror Party 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) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present present: (i) each of those Transaction Proposals identified in clauses (A), (B) and (C) of Section 8.2(b)(ii) shall require approval by an affirmative vote of the holders of at least two-thirds of the Special Meetingoutstanding Acquiror Ordinary Shares entitled to vote, who attend and vote thereupon (as adjourned or postposeddetermined 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 (D), (E), (F), (G), (H), (I) and (J) 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 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. (c) The foregoing votes are the only votes of any of Acquiror’s members share capital necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactionstransactions contemplated hereby, 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”). (cd) At a meeting duly called and held, the board Board of directors Directors of Acquiror has unanimously: (i) determined that unanimously approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

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 Shareholder Matters by the Acquiror Shareholders, and to perform its obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, 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 any Acquiror PartyAcquiror’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf thereunder (except that obtaining the Required Acquiror Stockholder Approval is a condition to the consummation of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsMerger). This Agreement has been, and each such other Transaction Agreement to which such Acquiror Party is or will be a 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 hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement to which such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyAcquiror, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. The minute books of Acquiror 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 Acquiror have been heretofore made available to the Company or its counsel. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposed, the The only votes of any of Acquiror’s members capital stock necessary in connection with the entry into this Agreement by Acquiror, the consummation of the Transactionstransactions contemplated hereby, including the Closing, and the approval of the Acquiror Shareholder Stockholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”Schedule 5.03(b). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimouslyhas: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; Stockholders, (ii) 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 (less any deferred underwriting commissions and taxes payable on interest earnedearned on the Trust Account) as of the date hereof; , (iii) approved the Transactions as a Business Combination; Combination and (iv) resolved to recommend to the stockholders of Acquiror Stockholders’ approval of each of the TransactionsAcquiror Stockholder 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 Document 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 approval of the Acquiror Shareholder Matters by the Acquiror ShareholdersStockholder Approval, to perform its obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror 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 Documents or any Acquiror Party’s performance hereunder or thereunder. By Acquiror▇▇▇▇▇▇▇▇’s execution and delivery hereof, it has provided all approvals on behalf of equityholders equityholder of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement Document to which such Acquiror Party is or will be a 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 hereto and thereto, this Agreement constitutes, and each such Transaction Agreement Document to which such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such 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 Acquiror Special Meeting, as adjourned or postposed, the only votes of any of Acquiror’s members 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 Shareholder Stockholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholdersand its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iviii) resolved to recommend to the stockholders of Acquiror approval of the Transactions.

Due Authorization. (a) Each of the Acquiror Parties CBAH, First Merger Sub and Second Merger Sub has all requisite corporate or entity company power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to this Agreement to which it is or will be a party andand (subject to the approvals described in Section 5.07) (in the case of CBAH), upon receipt of approval the CBAH Stockholder Approvals and effectiveness of the Acquiror Shareholder Matters by the Acquiror ShareholdersPubCo Charter, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements by each of CBAH, First Merger Sub and Second Merger Sub and the consummation of the transactions contemplated hereby and thereby Transactions have been duly, validly and unanimously authorized by all requisite action and approved by (i) in the board case of directors or equivalent governing body CBAH, except for the CBAH Stockholder Approvals, and (ii) in the case of First Merger Sub and Second Merger Sub, except for the applicable Acquiror Party andwritten consents contemplated in Section 7.09, no other corporate or equivalent proceeding on the part of any Acquiror Party CBAH, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such Transaction Ancillary Agreements or any Acquiror PartyCBAH’s, First Merger Sub’s or Second Merger Sub’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 Ancillary Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party each of CBAH, First Merger Sub and Second Merger Sub 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 such Acquiror Party is or will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror Partyeach of CBAH, First Merger Sub and Second Merger Sub, enforceable against each Acquiror Party of CBAH, 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) Assuming The affirmative vote of the holders of a majority of the voting power of the outstanding shares of (x) CBAH Class B Common Stock, voting separately as a single class, in person or represented by proxy and entitled to vote thereon, and (y) CBAH Class A Common Stock and CBAH 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 at present. Furthermore, the Special Meetingaffirmative vote of the holders of a majority of the outstanding shares of CBAH Common Stock not owned, directly or indirectly by (i) CBRE Group, Inc. or any of its Affiliates including the Sponsor or (ii) any executive officer of CBAH (such outstanding shares, the “Unaffiliated Stock”), voting separately as adjourned a single class, in person or postposedrepresented by proxy and entitled to vote thereon, is required to approve the Transaction Proposal (the “CBAH Unaffiliated Stockholder Approval”). For purposes of this Agreement, the approvals described above are herein referred to as the “CBAH Stockholder Approvals”. The CBAH Stockholder Approvals are the only votes of any of AcquirorCBAH’s members capital stock necessary in connection with the consummation of the Transactions, transactions contemplated by this Agreement (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 The CBAH Special Committee, at a meeting duly called and held, has by unanimous vote of all its members approved this Agreement and the board transactions contemplated hereby and has determined that such transactions are in the best interests of directors CBAH and the holders of Acquiror has unanimouslyUnaffiliated Stock. The CBAH Board, acting upon the unanimous recommendation of the CBAH Special Committee, as applicable, has: (i) determined that this Agreement Agreement, the Ancillary Agreements and the Transactions (including the approval of the PubCo Charter) are fair to advisable and in the best interests of the Acquiror ShareholdersCBAH and its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; (iv) approved this Agreement, the Ancillary Agreements and the Transactions (including the PubCo Charter), the execution and delivery by CBAH of this Agreement and the Ancillary Agreements to which it is a party, and CBAH’s performance of its obligations under this Agreement and the Ancillary Agreements to which it is a party, and consummation of the Transactions; and (ivv) resolved to recommend to the stockholders of Acquiror CBAH the approval and adoption of this Agreement and the transactions contemplated hereby (including the Mergers) and the other Proposals. The Board of Directors of First Merger Sub and the equivalent governing body of Second Merger Sub have each duly adopted resolutions (i) approving this Agreement and the transactions contemplated hereby, the execution and delivery by it of this Agreement and its performance of its obligations under this Agreement and consummation of the Transactionstransactions contemplated hereby, (ii) declared this Agreement and the Merger to which it is a constituent party to be advisable and in the best interests of First Merger Sub and its sole stockholder or Second Merger Sub and its sole member, as the case may be, and (iii) recommended that CBAH approve and adopt this Agreement and the Mergers in its capacity as the sole stockholder or the sole member, as the case may be, of First Merger Sub or Second Merger Sub, as the case may be.

Due Authorization. (a) Each of the Acquiror Parties The Company has all requisite corporate or entity power and authority to execute enter into and deliver perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and, subject to adoption of this Agreement and approval of the Merger by the Company Stockholder Approval, to consummate the Transactions. (b) The execution, delivery and performance by the Company of this Agreement and each other Transaction Ancillary Agreement to which it is or will be a party and, upon receipt of approval and the consummation by the Company of the Acquiror Shareholder Matters Transactions have been duly authorized by all requisite corporate action on the Acquiror Shareholders, part of the Company and no other corporate proceedings on the part of the Company are necessary to consummate authorize the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreement, any Ancillary Agreements to which it is a party or to consummate the Merger and the other Transactions, subject only in the case of consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by Merger to the board of directors or equivalent governing body receipt of the applicable Acquiror Party and, no other corporate Company Stockholder Approval. The Company Stockholder Approval is the only vote or equivalent proceeding on consent of the part holders of any Acquiror Party is necessary class or series of the Company’s capital stock required to authorize approve and adopt this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereofthe Ancillary Agreements, it has provided all approvals on behalf of equityholders of Pubco, Corp and approve the Merger Sub and LLC consummate the Merger Sub required for and the other Transactions. This Agreement has beenbeen duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by each such Transaction other party hereto, constitutes, or will constitute, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at Law or in equity). When each Ancillary Agreement to which such Acquiror Party the Company is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party and, the Company (assuming due authorization authorization, execution and execution delivery by each other Party hereto and party thereto), this such Ancillary 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 such Acquiror Party, the Company enforceable against each Acquiror Party it in accordance with its terms, subject to except as the Enforceability Exceptions. enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (b) Assuming regardless of whether considered in a quorum is present proceeding at the Special Meeting, as adjourned Law 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”equity). (c) At a meeting duly called The Company Board, by written resolutions adopted by unanimous vote and heldnot subsequently rescinded or modified, has, as of the board of directors of Acquiror has unanimously: date hereof (i) determined that this Agreement and the Transactions Transactions, including the Merger, are fair to and in the best interests of the Acquiror Shareholders; Company and the Company Stockholders, (ii) determined that approved and declared advisable the fair market value “agreement of merger” (as such term is used in Section 251 of the Company is equal to at least 80% of DGCL) contained in this Agreement and the amount held Transactions, including the Merger, in accordance with the Trust Account (less any deferred underwriting commissions DGCL, and taxes payable on interest earned) as of the date hereof; Company’s Organizational Documents, (iii) approved directed that the Transactions as a Business Combination; “agreement of merger” contained in this Agreement be submitted to the Company Stockholders for adoption and the Transactions, including the Merger, be submitted to the Company Stockholders for approval (in each case, including by the Company Stockholder Approval), and (iv) resolved to recommend to that the stockholders Company Stockholders adopt the “agreement of Acquiror approval of merger” set forth in this Agreement and approve the Transactions, including the Merger (collectively, the “Company Board Recommendation”).

Due Authorization. (a) Each of the Acquiror Parties Buyer has all requisite corporate or entity power and authority to execute and deliver this Agreement and each all other Transaction Agreement instruments and agreements to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters delivered by the Acquiror ShareholdersBuyer as contemplated hereby, to consummate perform its obligations hereunder and thereunder and (subject to the transactions contemplated hereby consents, approvals, authorizations and therebyother requirements described in Section 6.5) to perform all obligations to be performed by it hereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements by Buyer and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, Buyer and no other corporate or equivalent proceeding on the part of any Acquiror Party Buyer is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub other instruments and LLC Merger Sub required for the Transactionsagreements to be delivered by Buyer as contemplated hereby. This Agreement has been, and each such Transaction Agreement all other instruments and agreements to which such Acquiror Party is or will be a party has executed and delivered by Buyer as contemplated hereby and thereby have been or will be, duly and validly executed and delivered by such Acquiror Party and, Buyer and (assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement all other instruments and agreements to which such Acquiror Party is or will be a party, constitutes or will executed and delivered by Buyer as contemplated hereby constitute a legal, valid and binding obligation obligations of such Acquiror Partythe Company, the Selling Members and Holder Representative) constitute legal, valid and binding obligations of Buyer, enforceable against each Acquiror Party Buyer in accordance with its their terms, subject to the Enforceability ExceptionsRemedies Exception. (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, Merger Sub has all requisite limited liability company power 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 authority to execute and held, the board of directors of Acquiror has unanimously: (i) determined that deliver this Agreement and all other instruments and agreements to be delivered by Merger Sub as contemplated hereby and thereby, to perform its obligations hereunder and thereunder (subject to the Transactions are fair to consents, approvals, authorizations and other requirements described in Section 6.5). The execution and delivery of this Agreement by Merger Sub and the best interests consummation by Merger Sub of the Acquiror Shareholders; transactions contemplated hereby have been duly and validly authorized and approved by all necessary limited liability company action, and no other proceeding on the part of Merger Sub is necessary to authorize this Agreement and all other instruments and agreements to be delivered by Merger Sub as contemplated hereby or to consummate the transactions contemplated hereby. This Agreement and all other instruments and agreements to be delivered by Merger Sub as contemplated hereby have been duly and validly executed and delivered by Merger Sub and (ii) determined that the fair market value assuming this Agreement and all other instruments and agreements to be executed and delivered by Merger Sub as contemplated hereby constitute legal, valid and binding obligations of the Company is equal to at least 80% Company, the Selling Members and Holder Representative) constitute legal, valid and binding obligations of the amount held Merger Sub, enforceable against Merger Sub in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend accordance with their terms, subject to the stockholders of Acquiror approval of the TransactionsRemedies Exception.

Due Authorization. (a) Each of the Acquiror 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 other Transaction Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror ShareholdersRequired SPAC 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 the Transaction Agreements to which the SPAC Parties are a party and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body (or, in the case of Merger Sub II, the sole member) of the applicable Acquiror SPAC Party and, except for the Required SPAC Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror SPAC Party is necessary to authorize this Agreement or such the Transaction Agreements to which the SPAC Parties are a party or any Acquiror SPAC 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 SPAC Party is or will be a party has been or will beparty, duly and validly executed and delivered by such Acquiror 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 such Acquiror SPAC Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror SPAC Party, enforceable against each Acquiror 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 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 . The SPAC Board has duly called and held, the board of directors of Acquiror has unanimously: (i) determined that the Mergers and the other Transactions (including the SPAC Charter and SPAC Bylaws) are in the best interests of SPAC and the stockholders of SPAC, and declared it advisable, to enter into this Agreement, (ii) approved this Agreement and the other Transactions (including the SPAC Charter and SPAC Bylaws), on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending to its stockholders the SPAC Stockholder Matters. The only vote of the holders of any class or series of capital stock of SPAC necessary to approve the transactions contemplated by this Agreement is the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock. The board of directors of Merger Sub has duly (A) determined that the First Merger and the other Transactions are in the best interests of Merger Sub and SPAC, as its sole stockholder, and declared it advisable, 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 First Merger be adopted by SPAC, as its sole stockholder. SPAC, as the sole member of Merger Sub II, has (x) determined that it is in the best interests of Merger Sub II, and declared it advisable, to enter into this Agreement providing for the Second Merger and (y) approved this Agreement and the Transactions are fair to on the terms and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend subject to the stockholders conditions of Acquiror approval of the Transactionsthis Agreement.

Due Authorization. (a) Each of Parent, ListCo and Merger Sub has the Acquiror Parties has all requisite corporate corporate, limited liability company or entity other similar power and authority to execute and deliver this Agreement and each other Transaction Agreement Document to which it is a party or will be a party and, upon receipt of approval of the Acquiror Required Parent Shareholder Matters by the Acquiror ShareholdersApproval, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. Subject to (i) the receipt of the Required Parent Shareholder Approval and thereby. The (ii) the filing and effectiveness of the Certificate of Merger with the Secretary of State of Delaware in accordance with the DGCL, the execution, delivery and performance of this Agreement and such the other Transaction Agreements Documents and the consummation of the transactions contemplated hereby and thereby Transactions have been duly, validly and unanimously duly authorized and approved by the board of directors all necessary corporate (or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding similar) action on the part of any Acquiror Party each of Parent, ListCo and Merger Sub and no other Proceeding on the part of Parent, ListCo or Merger Sub, as the case may be, is necessary to authorize this Agreement or such other Transaction Agreements Documents or any Acquiror Party’s performance by Parent, ListCo or Merger Sub, as the case may be, 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 other Transaction Agreement Document to which such Acquiror Party is Parent, ListCo or Merger Sub, as the case may be, will be a party has been or will party, shall be, duly and validly executed and delivered by such Acquiror Party Parent, ListCo or Merger Sub, as the case may be, and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and each such other Transaction Agreement Document to which such Acquiror Party is Parent, ListCo or Merger Sub, as the case may be, will be a party, constitutes or will shall constitute a legal, valid and binding obligation of such Acquiror PartyParent, ListCo or Merger Sub, as the case may be, enforceable against each Acquiror Party Parent, ListCo or Merger Sub, as the case may be, in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at . By virtue of its execution and delivery of this Agreement, each of Parent, in its capacity as the Special Meeting, as adjourned or postposed, the only votes sole shareholder of any of Acquiror’s members necessary in connection with the consummation of the Transactions, including the ClosingListCo, and ListCo, in its capacity as the approval sole shareholder of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votesMerger Sub, collectively, the “Acquiror Shareholder Approval”). (c) At a meeting duly called hereby approves and held, the board of directors of Acquiror has unanimously: (i) determined that adopts this Agreement and the Transactions are fair to transactions contemplated hereby and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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 TransactionsTransaction Documents.

Due Authorization. (a) Each of the Acquiror 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 or will be a party and, upon receipt of approval of the Acquiror Shareholder Buyer Stockholder Matters by the Acquiror ShareholdersBuyer Stockholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Buyer Party and, except for approval of the Buyer Stockholder Matters by the Buyer Stockholders, no other corporate or equivalent proceeding on the part of any Acquiror Buyer Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Buyer Party’s performance hereunder or thereunder. By AcquirorBuyer’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp First Merger Sub and LLC Second Merger Sub required for the Transactionstransactions contemplated hereby. This Agreement has been, and each such Transaction Agreement to which such Acquiror Buyer Party is or will be a party has been or party, will be, be duly and validly executed and delivered by such Acquiror Buyer 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 Buyer Party is or will be a partyparty will constitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror Buyer Party, enforceable against each Acquiror 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 postposedpostponed, the only votes of any of AcquirorBuyer’s members capital stock necessary in connection with the entry into this Agreement by Buyer, the consummation of the Transactionstransactions contemplated hereby, including the Closing, and the approval of the Acquiror Shareholder Buyer Stockholder Matters are as set forth on Section Schedule 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 Buyer has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to advisable and in the best interests of the Acquiror ShareholdersBuyer’s stockholders; (ii) determined that the fair market value of the Company is equal to at least eighty percent (80% %) of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror Buyer approval of the Transactionstransactions 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 other Transaction Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Stockholder Matters by the Acquiror ShareholdersStockholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, except for approval of the Acquiror Stockholder Matters 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 any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution Acquiror has executed and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp delivered to Merger Sub a consent, in its capacity as the sole stockholder of Merger Sub, approving and LLC Merger Sub required for adopting this Agreement in accordance with the TransactionsDGCL, 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 is or will be a 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 such 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 postposedpostponed, the only votes of any of Acquiror’s members 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 Shareholder Stockholder Matters are as set forth on Section Schedule 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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror ShareholdersAcquiror’s stockholders; (ii) determined that the fair market value of the Company is equal to at least eighty percent (80% %) of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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. (d) To the knowledge of Acquiror, the execution, delivery and performance of any Transaction Agreement by any party hereto, other than any Acquiror 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) Each of the Acquiror Parties 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 approval of the Acquiror Liberty Shareholder Matters by the Acquiror ShareholdersApproval, to perform its obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of Liberty and, except for the applicable Acquiror Party andLiberty Shareholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party Liberty is necessary to authorize this Agreement or such Transaction Agreements Documents or any Acquiror PartyLiberty’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 Document to which such Acquiror Party Liberty is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party Liberty and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement Document to which such Acquiror Party Liberty is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyLiberty, enforceable against each Acquiror Party 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 Acquiror’s members 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 Acquiror Liberty Shareholder Matters are as set forth on in Section 6.02(b7.02(b) of the Acquiror Liberty Disclosure Letter (such votes, collectively, the “Acquiror Liberty Shareholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror Liberty has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Liberty Shareholders; (ii) determined that the fair market value of the Company Markmore is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror Liberty approval of the Transactions. (d) To the knowledge of Liberty, the execution, delivery and performance of any Transaction Document by any party thereto, 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) Each of the Acquiror Parties has all requisite corporate or entity limited liability 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 approval of the Acquiror Shareholder Matters by the Acquiror ShareholdersStockholder Approval, to perform its obligations hereunder and thereunder and to consummate 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 contemplated hereby and thereby have been duly, validly and unanimously authorized and unanimously approved by the board of directors or equivalent governing body of the applicable Acquiror 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 other Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the Transactions. This Agreement has been, and each such other Transaction Agreement to which such Acquiror Party is or will be a 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 other Transaction Agreement to which such Acquiror Party is or will be a partyparty will constitute, constitutes or will constitute a legal, valid and binding obligation of such 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 has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; Stockholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount assets held in the Trust Account (less any deferred underwriting discounts and commissions and taxes payable on interest earnedearned on the Trust Account) as of the date hereof; , (iii) approved the Transactions as a Business Combination; Combination and (iv) resolved to recommend to the stockholders of Acquiror Stockholders approval of each of the Acquiror Stockholder Matters. (c) The board of directors of First Merger Sub has approved and declared advisable, this Agreement and the Transactions, and Acquiror, in its capacity as the sole stockholder of First Merger Sub shall approve and adopt this Agreement by written consent immediately following its execution. Acquiror, in its capacity as the sole member of Second Merger Sub, has approved and adopted this Agreement and the Transactions by written consent.

Due Authorization. (a) Each Subject to the receipt of the Acquiror Parties SPAC Shareholder Approval, each of SPAC and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each other Transaction Agreement the Ancillary Agreements to which it is a party, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which SPAC or will be Merger Sub is a party and, upon receipt of approval and the consummation of the Acquiror Shareholder Matters Transactions and performance all obligations to be performed by it hereby and thereby have been (A) duly and validly authorized and approved by the Acquiror SPAC Board and by SPAC as the sole shareholder of Merger Sub and by all other necessary corporate action on the part of SPAC or Merger Sub and (B) determined by the SPAC Board as advisable to and in the best interests of SPAC and the SPAC Shareholders and constituted a “Business Combination” as such term is defined in SPAC’s Governing Documents and recommended for approval by the SPAC Shareholders, . No other corporate proceeding on the part of SPAC or Merger Sub is necessary to authorize this Agreement and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. The executionor thereby (other than, delivery and performance of this Agreement and such Transaction Agreements and in the consummation case of the transactions contemplated hereby and thereby have been dulyMerger, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsSPAC Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to the Closing, the Ancillary Agreements to which such Acquiror Party SPAC or Merger Sub is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party andeach of SPAC and Merger Sub, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto (other than SPAC or Merger Sub), and at or prior to the Closing, each such Transaction Agreement of the Ancillary Agreements to which such Acquiror Party SPAC or Merger Sub is a party will constitute, assuming the due authorization, execution and delivery by the other parties thereto (other than SPAC or will be a partyMerger Sub), constitutes or will constitute a legal, valid and binding obligation of such Acquiror Partyeach of SPAC and Merger Sub, enforceable against each Acquiror Party SPAC 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 SPAC Shareholder Approval is the Enforceability Exceptionsonly vote of the holders of any of SPAC Shares necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby. (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 SPAC Board has unanimously: (i) approved the execution, delivery and performance by SPAC of this Agreement, the Ancillary Agreements to which it is a party and the consummation of the Transactions, including the Merger, as a Business Combination, (ii) determined that this Agreement Agreement, the Ancillary Agreements to which it is a party, and the Transactions transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein and therein, are advisable and fair to and in the best interests of SPAC and the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions SPAC Shareholders and taxes payable on interest earned) as of the date hereof; (iii) approved directed that the Transactions as a Business Combination; and (iv) resolved to recommend adoption of this Agreement be submitted to the stockholders of Acquiror approval SPAC Shareholders for consideration and recommended that the SPAC Shareholders adopt this Agreement and approve the Merger and the consummation of the Transactionsother transactions contemplated hereby.

Due Authorization. (a) Each of the Acquiror Parties Acquiror, LLC Sub and Merger Sub has all requisite corporate or entity power and authority to execute execute, deliver and deliver perform this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, Stockholder Approval to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body of Acquiror and Merger Sub and sole member of LLC Sub, and except for the applicable Acquiror Party andStockholder Approval, no other corporate or equivalent limited liability company proceeding on the part of any Acquiror Party Acquiror, LLC Sub or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any (other than the adoption of this Agreement by Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf in its capacity as the sole member of equityholders of Pubco, Corp Merger LLC Sub and the adoption of this Agreement by LLC Sub in its capacity as the sole stockholder of Merger Sub required for the TransactionsSub, which adoptions will occur immediately following execution of this Agreement by Merger Sub). This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party andeach of Acquiror, LLC Sub and Merger Sub and assuming due authorization and execution by each other Party hereto and theretoparty hereto, 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 such Acquiror Partyeach of Acquiror, LLC Sub and Merger Sub, enforceable against each Acquiror Party Acquiror, LLC Sub 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) Assuming The affirmative vote of holders of a quorum is present majority of the outstanding shares of Acquiror Common Stock entitled to vote at the Special Meeting, as adjourned or postposedassuming a quorum is present, to approve (i) the transactions contemplated hereby, and (ii) the issuance of the stock and option portion of the Merger Consideration (to the extent that such issuance requires stockholder approval under the rules of the Nasdaq) (collectively, the “Proposals”) are the only votes of any of Acquiror’s members capital stock necessary in connection with the entry into this Agreement by Acquiror, LLC Sub and Merger Sub, and the consummation of the Transactionstransactions contemplated hereby, 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 Closing (such votes, collectively, the “Acquiror Shareholder Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror Board has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersAcquiror’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactionstransactions contemplated by this Agreement.

Due Authorization. (a) Each of the Acquiror Parties DFHT has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement of the Related Documents to which it is or will be a party andand (subject to the approvals described in Section 5.06 of the DFHT Disclosure Schedules), in the case of DFHT, upon receipt of approval of the Acquiror Shareholder Matters by DFHT Stockholder Approval and the Acquiror ShareholdersDeerfield Partners consent contained in the Consent and Waiver Letter Agreement (which has been executed and delivered on the date hereof), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The Subject to receipt of the DFHT Stockholder Approval, the Deerfield Partners consent contained in the Consent and Waiver Letter Agreement (which has been executed and delivered on the date hereof) and the other approvals described in Section 5.06 of the DFHT Disclosure Schedules, at the Closing, DFHT will have full corporate or limited liability company power and authority to enter into and perform its obligations under each other agreement, document or certificate to be executed by such Party at the Closing and to consummate the transactions contemplated thereby. Subject to receipt of the DFHT Stockholder Approval, the Deerfield Partners consent contained in the Consent and Waiver Letter Agreement (which has been executed and delivered on the date hereof) and the other approvals described in Section 5.06 of the DFHT Disclosure Schedules, the execution, delivery and performance of this Agreement and such Transaction Agreements Related Documents by DFHT and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by all requisite action and, except for the board of directors or equivalent governing body of the applicable Acquiror Party andDFHT Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party DFHT is necessary to authorize this Agreement or such Transaction Agreements Related Documents or any Acquiror PartyDFHT’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 a party has been or Related Document will be, duly and validly executed and delivered by such Acquiror Party DFHT, 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 Related Documents will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyDFHT, enforceable against each Acquiror Party DFHT 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 The board of directors of Acquiror DFHT has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to to, advisable and in the best interests of the Acquiror ShareholdersDFHT and its stockholders; (ii) determined that the fair market value of the Company Companies is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror DFHT approval of each of the Transactionsmatters requiring DFHT Stockholder Approval.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (b) consummate the transactions contemplated hereby and therebythereby 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 contemplated hereby and thereby have been duly, (i) duly and validly and unanimously authorized and approved by the board Board of directors or equivalent governing body Directors of Acquiror and by Acquiror as the applicable sole shareholder of Merger Sub and (ii) determined by the Board of Directors of Acquiror Party and, no as advisable to Acquiror and the shareholders of Acquiror and recommended for approval by the shareholders of Acquiror. No other corporate or equivalent company proceeding on the part of any Acquiror Party or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any and the documents contemplated hereby (other than the 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 TransactionsShareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which such Acquiror Party is or will be a party has been or the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by such each of Acquiror Party 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 such Acquiror Party is or the Closing, the other documents contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such each of Acquiror Partyand Merger Sub, enforceable against each Acquiror Party 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) Assuming that a quorum (as determined pursuant to the Acquiror Governing Documents) is present present: (i) each of 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 Special Meetingoutstanding Acquiror Common Shares entitled to vote, who attend and vote thereupon (as adjourned or postposeddetermined in accordance with the Acquiror 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 (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 Acquiror Common Shares entitled to vote thereupon (as determined in accordance with the Acquiror Governing Documents) at a shareholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose. (c) The foregoing votes are the only votes of any of Acquiror’s members share capital necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactionstransactions contemplated hereby, 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”). (cd) At a meeting duly called and held, the board Board of directors Directors of Acquiror has unanimously: (i) determined that unanimously approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.

Due Authorization. (a) Each of FTAC Party has the Acquiror Parties has all requisite corporate or entity other 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 approval of the Acquiror Shareholder FTAC Stockholder Matters by the Acquiror ShareholdersFTAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror FTAC Party andand FTAC and the Company have, by their respective execution and delivery hereof, delivered the Company Stockholder Approval, the Tempo Subsidiary Approval and Company Subsidiary Approvals, respectively, and except for approval of the FTAC Stockholder Matters by the FTAC Stockholders, no other corporate or equivalent proceeding on the part of any Acquiror FTAC Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror PartyFTAC’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 a party has been or will (when executed and delivered) be, duly and validly executed and delivered by such Acquiror each FTAC 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 such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror each FTAC Party, enforceable against each Acquiror such FTAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposedpostponed, the only votes of any of AcquirorFTAC’s members capital stock necessary in connection with the entry into this Agreement by FTAC, the consummation of the Transactionstransactions contemplated hereby, including the Closing, Closing and the approval of the Acquiror Shareholder FTAC Stockholder Matters are as set forth on Section Schedule 6.02(b) of the Acquiror Disclosure Letter (such votesFTAC Schedules. Each FTAC Stockholder is entitled to vote at the Special Meeting and is entitled to one vote per share. No “fair price”, collectively“moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation applicable to FTAC is applicable to any of the “Acquiror Shareholder Approval”)Transactions. (c) At a meeting duly called and held, the board of directors of Acquiror FTAC has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersFTAC’s stockholders; (ii) determined that the fair market value of the Company Tempo and its Subsidiaries, taken as a whole, is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereofOriginal Execution Date; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to made the stockholders of Acquiror approval of the TransactionsFTAC Board Recommendation.

Due Authorization. (a) Each of the Acquiror Parties Fathom has all requisite corporate or entity other 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 approval of and (subject to the Acquiror Shareholder Matters approvals described in Section 5.05) to perform all obligations to be performed by the Acquiror Shareholders, it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the board of directors directors, managing member or equivalent governing body of Fathom, and, upon the applicable Acquiror Party andFathom Written Consent and the Fathom Blocker Written Consents becoming effective, no other corporate organizational or equivalent proceeding on the part of Fathom, its Subsidiaries or any Acquiror Party of their members or equityholders is necessary to authorize authorize, approve or adopt this Agreement or such Transaction Agreements or any Acquiror Party’s to authorize the performance of Fathom and its Subsidiaries 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 consummate the Transactionstransactions contemplated hereby or thereby. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be a party has been or will (when executed and delivered) be, duly and validly executed and delivered by such Acquiror Party Fathom and, assuming due authorization and valid authorization, execution and delivery 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 partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyFathom, enforceable against each Acquiror Party Fathom in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions. (b) Assuming a quorum is present at ”). The Fathom Written Consent and the Special Meeting, as adjourned or postposed, Fathom Blocker Written Consents are 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) holders of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”). (c) At a meeting duly called any class or series of equity of Fathom required to approve and held, the board of directors of Acquiror has unanimously: (i) determined that adopt this Agreement and approve the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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 Transactionscontemplated hereby.

Due Authorization. (a) Each of the Acquiror Parties SPAC and 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 or will be a party and, with respect to SPAC, upon receipt of approval of the Acquiror Shareholder SPAC Stockholder Matters by the Acquiror ShareholdersPre-Closing SPAC Holders holding at least a majority of the outstanding SPAC Common Stock (the “SPAC Minimum Holders”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of SPAC and Merger Sub and, except with respect to SPAC for approval of the applicable Acquiror Party andSPAC Stockholder Matters by the SPAC Minimum Holders, no other corporate or equivalent proceeding on the part of any Acquiror Party SPAC or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s the performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp thereunder by SPAC or Merger Sub and LLC Merger Sub required for the TransactionsSub. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is SPAC or Merger Sub, as applicable, will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party SPAC or Merger Sub, as applicable, 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 is SPAC or Merger Sub, as applicable, will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartySPAC or Merger Sub, as applicable, enforceable against each Acquiror Party SPAC or Merger Sub, as applicable, in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at The approval of the Special Meeting, as adjourned or postposed, SPAC Minimum Holders of the SPAC Stockholder Matters are the only votes of any of AcquirorSPAC’s members capital stock necessary in connection with the entry into this Agreement by SPAC, the consummation of the Transactionstransactions contemplated hereby, 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”)Merger. (c) At The board of directors of SPAC, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and heldheld and not subsequently rescinded or modified in any way, the board of directors of Acquiror or by unanimous written consent, has unanimously: duly (i) determined that this Agreement and the Transactions are fair to and it is in the best interests of SPAC and the Acquiror Shareholders; stockholders of SPAC, and declared it advisable, to enter into this Agreement providing for the Merger in accordance with the DGCL, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; , (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and Combination (as defined in the Certificate of Incorporation), (iv) resolved to recommend to adopted a resolution recommending that the plan of merger set forth in this Agreement be adopted by the stockholders of Acquiror approval SPAC, and (v) and adopted a resolution recommending each of the TransactionsSPAC Stockholder Matters to the Pre-Closing SPAC Holders.

Due Authorization. (a) Each of the Acquiror Parties LIVB 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 LIVB Shareholder Matters Approval, to perform all obligations to be performed by the Acquiror Shareholders, it 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 and validly and unanimously authorized and approved by the board of directors or equivalent governing body of LIVB and, except for the applicable Acquiror Party andLIVB Shareholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party LIVB is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror PartyLIVB’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 LIVB will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party LIVB 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 LIVB will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyLIVB, enforceable against each Acquiror Party LIVB 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 has unanimouslyLIVB Board has: (i) determined that this Agreement and the Transactions transactions are fair to and in the best interests of the Acquiror Shareholders; LIVB’s shareholders, (ii) approved the Transactions, including the Business Combination, (iii) resolved to recommend to LIVB’s shareholders’ approval of each of the LIVB Shareholder Matters, and (iv) determined that the fair market value of the Company Covalto is equal to at least 80% of the amount held in the Trust Account (less excluding any deferred underwriting commissions and taxes payable on interest earnedearned on the Trust Account) as of the date hereof; . (iiic) approved Assuming that a quorum (as determined pursuant to the Transactions LIVB Organizational Documents) is present (i) the Business Combination Proposal shall require approval, as an ordinary resolution, by an affirmative vote of the holders of at least a majority of the LIVB Ordinary Shares who are present in person or by proxy and, being entitled to do so, vote thereupon (as determined pursuant to the LIVB Organizational Documents) at a shareholders’ meeting duly called by the LIVB Board and held for such purpose and (ii) the Merger shall require approval, as a Business Combination; and special resolution, by an affirmative vote of the holders of at least two-thirds of the LIVB Ordinary Shares who are present in person or by proxy and, being entitled to do so, vote thereupon (iv) resolved to recommend as determined pursuant to the stockholders LIVB Organizational Documents) at a shareholders’ meeting duly called by the LIVB Board and held for such purpose. (d) The foregoing votes are the only votes of Acquiror approval any of LIVB’s shares necessary in connection with entry into this Agreement by LIVB and the consummation of the Transactions.

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 Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance on the part of this Agreement and such Tencent Parent, each Subsidiary or Affiliate of Tencent Parent party to any Transaction Agreements Document and the consummation of the transactions contemplated hereby and thereby under any other Transaction Document are within their respective corporate powers and have been duly, validly and unanimously duly authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding all necessary corporation action on the part of any Acquiror Party is necessary to authorize this Agreement Tencent Parent or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf Subsidiary of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsTencent Parent. This Agreement has been, and each such of the Transaction Agreement to which such Acquiror Party is or Documents will be a party has been or will bewhen delivered at Closing, duly and validly executed and delivered by such Acquiror Party andeach of Tencent Parent and its Subsidiaries and Affiliates that is a party thereto, and (assuming due authorization authorization, execution and execution delivery by each other Party hereto and JD Group Company that is a party 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 the legal, valid and binding obligation of such Acquiror PartyTencent Parent and its Subsidiaries and Affiliates that are a party thereto, enforceable against each Acquiror Party in accordance with its terms, subject subject, in each case, as to the Enforceability Exceptionsenforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar laws affecting creditors’ rights generally and to general equitable principles. (b) Assuming Neither the execution and delivery and performance of this Agreement or any other Transaction Document by Tencent Parent and its Subsidiaries or Affiliates that are a quorum is present at the Special Meetingparty thereto, as adjourned or postposed, the only votes of any of Acquiror’s members necessary in connection with nor the consummation of the Transactions, including the Closing, transactions contemplated hereby 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 has unanimously: thereby will (i) determined that this Agreement and conflict with, or result in any breach or violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or obligation or loss of any benefit, or the Transactions creation or imposition of any Encumbrance under (A) any provision of Tencent Parent’s or any of its Subsidiaries’ or Affiliate’s articles, organizational or constitutional documents, (B) any mortgage, indenture, lease Contract, agreement, instrument or understanding to which any of the foregoing is a party or to which any of its or its Subsidiary’s or Affiliate’s properties or assets are fair bound or (C) any Legal Requirement applicable to and Tencent Parent or any of its Subsidiaries or Affiliates or any of their respective properties or assets with such exceptions, in the best interests case of each of clauses (B) and (C), as would not have, individually or in the Acquiror Shareholdersaggregate, have a Tencent Material Adverse Effect; or (ii) determined that the fair market value require any Approval of any Governmental Entity or any third party other than Approvals required under any of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the TransactionsTransaction Documents.

Due Authorization. (a) Each of the Acquiror Parties and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andthe documents contemplated hereby, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to and (b) consummate the transactions contemplated hereby and therebythereby 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 contemplated hereby and thereby have been duly, (i) duly and validly and unanimously authorized and approved by the board Board of directors or equivalent governing body Directors of Acquiror and by Acquiror as the applicable sole stockholder, as applicable, of Merger Sub and (ii) determined by the Board of Directors of Acquiror Party and, no as advisable to Acquiror and the Acquiror Stockholders and recommended for approval by the Acquiror Stockholders. No other corporate or equivalent company proceeding on the part of any Acquiror Party or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any and the documents contemplated hereby (other than the 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 TransactionsStockholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which such Acquiror Party is or will be a party has been or the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by such each of Acquiror Party 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 such Acquiror Party is or the Closing, the other documents contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such each of Acquiror Partyand Merger Sub, enforceable against each Acquiror Party 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) Assuming that a quorum is present at the Special Meeting, (as adjourned or postposed, the only votes of any of determined pursuant to Acquiror’s members necessary Governing Documents) is present, each of those Transaction Proposals identified in connection with the consummation clauses (A) through ([J])of Section 8.2(b) shall require approval by an affirmative vote of the Transactions, including the Closing, and the approval holders of at least a majority of the outstanding Acquiror Shareholder Matters are Common Shares present and entitled to vote (as set forth on Section 6.02(bdetermined in accordance with Acquiror’s Governing Documents) at a stockholders’ meeting duly called by the Board of the Directors of Acquiror Disclosure Letter (and held for such votes, collectively, the “Acquiror Shareholder Approval”)purposes. (c) At a meeting duly called and held, the board Board of directors Directors of Acquiror has unanimously: (i) determined that unanimously approved the transactions contemplated by this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) 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.