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 OmniLit 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 OmniLit and by the applicable Acquiror Party and, no Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other corporate or equivalent company proceeding on the part of any Acquiror Party OmniLit or 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 the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of equityholders this Agreement by OmniLit as the sole stockholder of Pubco, Corp Merger Sub and LLC Merger Sub required for the TransactionsSub). 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 OmniLit and 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 Acquiror Partyeach of OmniLit and Merger Sub, enforceable against each Acquiror Party OmniLit 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 a quorum is present at the Special Meeting, as adjourned or postposed, The OmniLit Stockholder Approval represents the only votes of the holders of any of AcquirorOmniLit’s members capital stock necessary in connection with entry into this Agreement by OmniLit 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 Board of directors Directors of Acquiror OmniLit, upon the unanimous recommendation of the Special Committee, has unanimously: unanimously approved the transactions contemplated by this Agreement as a Business Combination. (d) The Special Committee, at a meeting duly called and held at which all members of the Special Committee were present, has unanimously (i) determined that this Agreement and the Transactions Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to to, and in the best interests of the Acquiror Shareholders; of, OmniLit and its stockholders and (ii) determined recommended that the fair market value Board of Directors of OmniLit (A) approve and declare advisable this Agreement and the Company is equal Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, (B) direct that the adoption of this Agreement be submitted to a vote at least 80% a meeting 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; OmniLit Stockholders and (ivC) resolved to recommend to the stockholders of Acquiror approval of the Transactionsthat OmniLit Stockholders adopt this Agreement.

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 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 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 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 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 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 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 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 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 and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each the other Transaction Agreement Documents to which it is, or is or will be specified to be, a party andparty, upon receipt of approval of and (subject to the Acquiror Shareholder Matters by the Acquiror Shareholders, approvals discussed below) to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and such the other Transaction Agreements Documents to which Acquiror and/or Merger Sub, as applicable, is specified to be, a party, and the consummation of the transactions contemplated hereby and thereby by Acquiror and/or Merger Sub, as applicable, have been duly, duly and validly and unanimously authorized and approved by the board Board of directors or equivalent governing body Directors of Acquiror and approved by Acquiror as the applicable Acquiror Party andsole member of Merger Sub, and no other corporate or equivalent proceeding on the part of any Acquiror Party or Merger Sub is necessary to authorize this Agreement Agreement, the other Transaction Documents to which it is, or such Transaction Agreements is specified to be, a party, or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution the transactions contemplated hereby and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub 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 each of Acquiror Party and Merger Sub, and Acquiror and/or Merger Sub, as applicable, will, subject to the terms and conditions hereof, and, assuming due authorization at or prior to the Closing, will, subject to the terms and execution by conditions hereof, duly execute and deliver each other Party hereto Transaction Document to which it is specified to be a party, and thereto, this Agreement constitutes, and each such other Transaction Agreement Document to which such Acquiror Party and/or Merger Sub, as applicable, is or will specified to be a party, constitutes or party upon execution thereof will constitute a legal, valid and binding obligation of such Acquiror Partyand Merger Sub, enforceable against each Acquiror Party 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, 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 (such votes, collectively, the “Acquiror Shareholder Approval”)equity. (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 The execution, delivery and performance by the Trust and PWPL, and where applicable other Affiliates of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver Trust, of this Agreement and each the other Transaction Agreement Agreements to which it is they are a party, and the consummation by the Trust and PWPL, and where applicable other Affiliates of the Trust, of the Transaction, are (or will be a party andprior to Closing be) within the trust, upon receipt of approval partnership and corporate powers of the Acquiror Shareholder Matters by Trust, PWPL and such other Affiliates of the Acquiror ShareholdersTrust, respectively, and have been (or will prior to consummate Closing be) duly authorized, and no other trust, partnership or corporate proceedings on the transactions contemplated hereby part of the Trust and thereby. The PWPL, and where applicable other Affiliates of the Trust, are necessary to authorize the execution, delivery and performance of this Agreement and such the other Transaction Agreements and to which they are a party, except in the consummation case of the transactions contemplated hereby and thereby have been dulyTransaction Agreements other than this Agreement, validly and unanimously authorized and approved by the board in respect of directors or equivalent governing body of the applicable Acquiror Party and, no other corporate or equivalent proceeding those proceedings on the part of any Acquiror Party is necessary Parties other than the Trust and PWPL that will be undertaken prior 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 TransactionsClosing. This Agreement has been, and each such at Closing the other Transaction Agreement Agreements to which such Acquiror Party is or will be they are a party has been or will be, duly and validly executed and delivered by such Acquiror Party andthe Trust and PWPL, assuming due authorization and execution where applicable other Affiliates of the Trust, and when duly executed and delivered by each other Party hereto and thereto, the parties thereto this Agreement constitutes, and each such the other Transaction Agreement Agreements to which such Acquiror Party is or will be they are a party, constitutes or party will constitute a legal, valid and binding obligation agreements of such Acquiror Partythe Trust and PWPL, and where applicable other Affiliates of the Trust, enforceable against each Acquiror Party of them in accordance with its their respective terms, subject except in each case as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to the Enforceability Exceptionsenforceability, regardless of whether considered in a proceeding in equity or at law. (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 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 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 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 Parties The Company has all requisite right, 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 and sale of the Notes, the GS Shares, the Series A Preferred Stock and the Warrants by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares, the reservation and issuance of Warrant Shares, and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company and (b) 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 all requisite corporate or equivalent proceeding proceedings 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 hereofthe Company, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required except for the Transactionsapproval by the stockholders of the Company referenced in Section 5.6. The Board of Directors has determined that it is advisable and in the best interest of the Company's stockholders for the Company to consummate the issuance and sale of the Notes, the GS Shares, the Series A Preferred Stock and the Warrants upon the terms and subject to the conditions set forth in this Agreement, and has unanimously recommended that the Company's stockholders approve the transactions referenced in Section 5.6. As of May 5, 2000, the Board of Directors consists of eight directors and the Initial Noteholder Designee has been duly appointed to serve as a member of the Board of Directors and the Executive Committee of the Board of Directors as of January 20, 2000. This Agreement has been, and each such of the other Transaction Agreement Documents to which such Acquiror Party the Company is or will be a party has been or when executed and delivered by the Company will be, duly and validly executed and delivered by such Acquiror Party andthe Company, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and each of such other Transaction Agreement to which such Acquiror Party is or Documents when executed and delivered by the Company will be 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, subject except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to the Enforceability Exceptionsrights of creditors generally. The GS Shares have been duly and validly issued and are outstanding, fully paid and nonassessable. At the Second Closing, the Conversion Shares will be validly reserved for issuance, and upon issuance in accordance with the Series A Certificate of Designation and Series B Certificate of Designation will be duly and validly issued and outstanding, fully paid and nonassessable. At the Second Closing, the Warrant Shares will be validly reserved for issuance, and upon issuance in accordance with the terms of the Warrants will be duly and validly issued and outstanding, fully paid and nonassessable. (bk) Assuming a quorum Section 3.3 is present at the Special Meeting, hereby amended and restated in its entirety 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.follows:

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 the Acquiror Parties HCM 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 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 HCM and (ii) determined by the applicable Acquiror Party andBoard of Directors of HCM as advisable to HCM and the HCM Shareholders, no and recommended for approval by the HCM Shareholders. No other corporate or equivalent company proceeding on the part of any Acquiror Party HCM 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 Transactionsdocuments contemplated hereby (other than the HCM Shareholder 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 andHCM, assuming due authorization and execution by each other Party hereto and 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 PartyHCM, to the extent a party thereto, enforceable against each Acquiror Party HCM, 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 that a quorum (as determined pursuant to HCM’s Governing Documents) is present at the Special Meetingpresent, as adjourned or postposed, the only votes each of any of Acquiror’s members necessary in connection with the consummation those Transaction Proposals shall require approval by an affirmative vote of the Transactions, including the Closing, and the approval holders of at least a: (i) simple majority of the Acquiror Shareholder Matters are outstanding HCM Ordinary Shares in respect of those Transaction Proposals requiring an ordinary resolution as set forth on Section 6.02(ba matter of Cayman Islands law; or (ii) two-thirds majority in respect of those Transaction Proposals requiring a special resolution as a matter of Cayman Islands law, in each case, entitled to vote, who attend (in person or via proxy) and vote thereupon (as determined in accordance with HCM’s Governing Documents) at a shareholders’ meeting duly called by the Acquiror Disclosure Letter (Board of Directors of HCM and held for such votes, collectively, the “Acquiror Shareholder Approval”)purpose. (c) HCM Shareholder Approval is the only approval or consent required to be obtained from HCM Shareholders in connection with entry into this Agreement by HCM and the consummation of the transactions contemplated hereby, including the Merger and the Closing. (d) At a board meeting duly called and held, the board Board of directors Directors of Acquiror HCM 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 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 Buyer has all requisite corporate or entity power and authority 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 Shareholders, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by Buyer of this Agreement and such Transaction the Ancillary Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby (including the Restructuring) 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, no other all requisite corporate or equivalent proceeding action on the part of any Acquiror Party is Buyer (including on the part of its board of directors), and no other corporate actions or proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement or such Transaction Agreement, 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 and LLC Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party it is or will be a party or the transactions contemplated hereby or thereby. Buyer has been or will be, duly and validly executed and delivered by such Acquiror Party this Agreement and, prior to or at the Closing, Buyer will have duly and validly executed and delivered the Ancillary Agreements to which it is a party. This Agreement constitutes, and upon execution and delivery thereof the Ancillary Agreements to which Buyer is a party will constitute, assuming due authorization execution and execution delivery hereof and thereof by each all other Party parties 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 obligations of such Acquiror PartyBuyer, enforceable against each Acquiror Party Buyer in accordance with its their respective terms, subject to except as may be limited by the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned Limitations. No “fair price,” “moratorium,” “control share acquisition” or postposed, the only votes of any of Acquiror’s members necessary in connection other similar antitakeover statute or similar statute or regulation applies to Buyer 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 respect to this Agreement and or 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 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 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 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. 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 ListCo and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement Agreement, the Plan of Merger and each other Transaction Agreement to which it is or will be a party andand (subject to the consents, upon receipt of 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 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 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 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 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 Rigel, Newco and Merger Sub has all requisite corporate or entity other applicable organizational power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by Rigel Stockholder Approval and the Acquiror ShareholdersNewco Stockholder 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 each of Rigel, Newco, Merger Sub, and by Newco, as the applicable Acquiror Party sole shareholder of Merger Sub, and, except for the Rigel Stockholder Approval and the Newco Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party Rigel, Newco or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror PartyRigel, Newco 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 Rigel, Newco or Merger Sub is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party Rigel, Newco and/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 Rigel, Newco or Merger Sub is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyRigel, Newco and/or Merger Sub, as applicable, enforceable against each Acquiror Party Rigel, Newco or Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Extraordinary General Meeting, as adjourned or postposed, the only votes of any of AcquirorRigel’s members capital stock necessary in connection with the entry into this Agreement by R▇▇▇▇, the consummation of the Transactions, including the Merger and the Closing, and the approval of the Acquiror Shareholder Rigel Stockholder Matters are as set forth on Section 6.02(b7.02(b) of the Acquiror Rigel Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Rigel Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror R▇▇▇▇ has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Rigel and the Acquiror ShareholdersRigel Stockholders; (ii) determined that the fair market value of the Company Target Companies is equal to at least 80% of the amount held in the Trust Account (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 Rigel approval of the Transactions. (d) To the Knowledge of Rigel, 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 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 M▇▇▇▇▇ 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, as applicable, 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, as applicable, enforceable against each of Acquiror Party and Merger Sub, as applicable, in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) 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 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 SPAC Party has all requisite corporate or entity company power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to which it such SPAC Party is or will be a party and, upon receipt of the SPAC Shareholder Approval (in the case of the SPAC) and the approval of Holdings as the Acquiror Shareholder Matters by sole member of each Merger Sub (in the Acquiror Shareholderscase of each Merger Sub), 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 Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the SPAC Board, and the board of directors or equivalent governing body of Holdings and each Merger Sub and, except for the applicable Acquiror Party andSPAC Shareholder Approval and the approval of Holdings as the sole member of each Merger Sub, no other corporate or equivalent proceeding on the part of SPAC or any Acquiror other SPAC Party is necessary to authorize this Agreement or such Transaction Ancillary Agreements or any Acquiror PartySPAC’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 SPAC Parties and, assuming due authorization and execution by each other 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 each SPAC Party, enforceable against each Acquiror such SPAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming The approval of each Proposal by such resolutions as are required pursuant to the SPAC’s Organizational Documents and the Cayman Act, assuming a quorum is present at the Special Meetingpresent, as adjourned or postposed, are the only votes of any of AcquirorSPAC’s members shares necessary in connection with the entry into this Agreement by SPAC, 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 SPAC 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 Such Purchaser Party has all requisite corporate or entity similar 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 the Ancillary Agreements to which such Transaction Agreements Purchaser Party is or is contemplated to be a party 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 managing member (or equivalent governing body body) of such Purchaser Party and (B) determined by the applicable Acquiror Party and, no other corporate managing member (or equivalent governing body) of such Purchaser Party to be in the best interests of such Purchaser Party. No other company proceeding on the part of any Acquiror such Purchaser 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 Transactionsdocuments contemplated hereby. This Agreement has and the Ancillary Agreements to which such Purchaser Party is or is contemplated to be a party have been, and each such Transaction Agreement at or prior to which such Acquiror Party is the Closing, or will be a party has been or will beat Closing, duly and validly executed and delivered by such Acquiror Party andPurchaser Party, assuming due authorization and execution by each other Party hereto and thereto, this Agreement and the Ancillary Agreements to which such Purchaser Party is or is contemplated to be a party 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 Purchaser Party, enforceable against each Acquiror such Purchaser 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 a quorum is present at On or prior to the Special Meeting, as adjourned or postposeddate of this Agreement, 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(bmanaging member (or equivalent governing body) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”). (c) At a meeting Purchaser Party has duly called and held, the board of directors of Acquiror has unanimously: adopted resolutions (i) determined determining that this Agreement and the Transactions Ancillary Agreements to which such Purchaser is or is contemplated to be a party and the transactions contemplated hereby and thereby are advisable and fair to to, and in the best interests of the Acquiror Shareholders; of, such Purchaser Party and its sole member, as applicable, and (ii) determined that authorizing and approving the fair market value execution, delivery and performance by such Purchaser Party of this Agreement and the Company Ancillary Agreements to which such Purchaser Party is equal or is contemplated to at least 80% be a party and the transactions contemplated hereby and thereby. No corporate action is required on the part of such Purchaser Party to enter into this Agreement or 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 Ancillary Agreements to which such Purchaser Party is or is contemplated to be a Business Combination; and (iv) resolved party or to recommend to the stockholders of Acquiror approval of the Transactionsapprove this Agreement.

Due Authorization. (a) Each of the Acquiror Parties Acquiror, Merger Sub, Intermediate Holdings and New HoldCo 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, Merger Sub, Intermediate Holdings and New HoldCo and, except for the applicable Acquiror Party andStockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party Acquiror, Merger Sub, Intermediate Holdings and New HoldCo is necessary to authorize this Agreement or such Transaction Agreements or any the Transactions (other than the adoption of this Agreement by Acquiror Party’s performance hereunder or thereunder. By Acquiror’s in its capacity as the sole member of Merger Sub, Intermediate Holdings and New HoldCo, 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, Merger Sub, Intermediate Holdings and New HoldCo 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, Merger Sub, Intermediate Holdings and New HoldCo, enforceable against each Acquiror Party Acquiror, Merger Sub, Intermediate Holdings and New HoldCo 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: (i) each of the Proposals (other than the Domestication, the Name Change Proposal, the Charter Proposal and the Director Election Proposal) shall require the approval of an ordinary resolution as a matter of Cayman Islands law which shall require the affirmative vote of the holders of a simple majority of the issued and outstanding shares of Acquiror Stock which are present and vote at the Special Annual Meeting; (ii) each of the Domestication, the Name Change Proposal and the Charter Proposal shall require the approval of a special resolution as adjourned or postposed, a matter of Cayman Islands law which shall require the affirmative vote of a majority of at least two-thirds of the issued and outstanding shares of Acquiror Stock which are present and vote at the Annual Meeting; and (iii) the Director Election Proposal shall require the approval of an ordinary resolution of the holders of Acquiror Sponsor Stock as a matter of Cayman Islands law which shall require the affirmative vote of the holders of a simple majority of the issued and outstanding shares of Acquiror Sponsor Stock which are present and vote at the Annual Meeting. (c) The foregoing votes are the only votes of any of Acquiror’s members capital stock necessary in connection with the Domestication and entry into this Agreement by Acquiror, Merger Sub, Intermediate Holdings and New HoldCo, 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”). (cd) 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 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 transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror Stockholders approval of the Transactionstransactions contemplated by this Agreement.

Due Authorization. (a) Each of the Acquiror Parties FPAC has all requisite corporate or entity full power and authority to execute and deliver this Agreement and each other Transaction to perform its obligations hereunder; and all actions required to be taken for the due and proper authorization and execution by it of this Agreement to which it is or will be a party and, upon subject to receipt of approval the FPAC Stockholder Approval and assuming the accuracy of the Acquiror Shareholder Matters representations and warranties contained in Section 3.25, Section 4.10 and Section 6.07, the consummation by the Acquiror Shareholders, to consummate it of the transactions contemplated hereby thereby have been duly and thereby. The executionvalidly taken or, delivery and performance of this Agreement and such Transaction Agreements and with respect to actions required to be taken for the consummation of the transactions contemplated hereby and thereby by this Agreement, will 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 taken by such Acquiror Party and, assuming the Closing. Assuming due authorization and execution by each other Party hereto party to this Agreement and theretothe other Transaction Documents, this Agreement constitutes, and each such the other Transaction Agreement Documents to which such Acquiror Party FPAC is or will be a partyparty constitute, constitutes or will constitute constitute, as applicable, a legal, valid and binding obligation of such Acquiror PartyFPAC, enforceable against each Acquiror Party FPAC 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 quorum is present majority of the shares of FPAC Class A Common Stock and FPAC Class B Common Stock, voting together as a single class, that are voted at the Special Meeting, as adjourned or postposedis the only vote of the holders of FPAC’s capital stock required to approve the Transaction Proposal, assuming a quorum is present (the “FPAC Stockholder Approval”). Approval of the Proposals are the only votes of any of AcquirorFPAC’s members capital stock necessary in connection with 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 FPAC Board has, as of directors the date of Acquiror has this Agreement, unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersFPAC’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 earnedearned 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 the stockholders of Acquiror FPAC approval of each of the Transactionsmatters requiring FPAC Stockholder approval.

Due Authorization. (a) Each of the Acquiror Parties Company and Merger Sub 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 and Merger Sub’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby by the Transaction Agreements to which they are a party (including the Merger), in each case, subject to the consents, approvals, authorizations and therebyother requirements described in Section 3.05. The execution, execution and delivery by each of the Company and performance Merger Sub of this Agreement and such the other Transaction Agreements to which it is a party and the consummation by each of the Company and Merger Sub of the transactions (including the Merger) contemplated hereby and thereby have been dulyduly and validly authorized by all requisite action, validly and unanimously authorized and approved including approval by the respective board of directors or equivalent governing body of the applicable Acquiror Party Company and Merger Sub, the Merger Sub Shareholder Approval and, following receipt of the Company Shareholder Approval, the Company Shareholders, as required by Applicable Legal Requirements, and, other than the consents, approvals, authorizations and other requirements described in Section 3.05, no other corporate or equivalent proceeding on the part of any Acquiror Party the Company or 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 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, each of the Company and Merger Sub and (assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyION) constitute the legal, valid and binding obligation of the Company and Merger Sub (as applicable), enforceable against each Acquiror Party the Company and Merger Sub (as applicable) in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the Enforceability Exceptions. (b) “Remedies Exception”). Assuming that a quorum of a shareholders’ meeting (as determined pursuant to the Company’s Organizational Documents) is present at the Special Meeting, as adjourned or postposedpresent, the only affirmative votes of the Supporting Company Shareholders are the minimal votes of any of Acquirorthe Company’s members share capital necessary in connection with entry into this Agreement by the Company 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 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 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 shareholders, as applicable, 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 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 shares of Acquiror Common Stock 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), and (J), of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror Common Stock entitled to vote thereupon (as determined 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, all of the board disinterested members of directors the Board of Directors of Acquiror has unanimously: (i) determined that have 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 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 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 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 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 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 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. (d) To the knowledge of Acquiror, the execution, delivery and performance of any Transaction Agreement by any party thereto, 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 The execution, delivery and performance by P▇▇▇▇▇ and Merger Sub of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to which it Parent or Merger Sub is or will be a party and, upon receipt of approval and the consummation by P▇▇▇▇▇ and Merger Sub of the Acquiror Shareholder Matters Transactions have been duly authorized by all requisite corporate action on the part of Parent and Merger Sub (except for the filing and recordation of appropriate merger documents as required by the Acquiror Shareholders, ICL) and no other corporate proceedings on the part of Parent or Merger Sub 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 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 Ancillary Agreement to which such Acquiror Party Parent or Merger Sub is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Party P▇▇▇▇▇ and Merger Sub and, assuming due authorization authorization, execution and execution delivery by each other Party party hereto and thereto, this Agreement constitutesconstitute, and each such Transaction Agreement to which such Acquiror Party is or will be constitute, a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyParent and Merger Sub, enforceable against each Acquiror Party Parent and Merger Sub in accordance with its their respective terms, subject to except as the Enforceability Exceptionsenforceability 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 (regardless of whether considered in a proceeding at Law or in equity). (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, The Parent Board 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: Merger Sub, by written resolutions adopted by unanimous vote and not subsequently rescinded or modified in any way adverse to the Company, has, as of the date hereof, (i) approved the execution, delivery and performance by the Parent and Merger Sub, as applicable, of this Agreement and the Transactions and (ii) determined that this Agreement and the Transactions are fair to advisable and in the best interests of Parent and M▇▇▇▇▇ Sub and their respective shareholders, as applicable. Parent, acting in its capacity as the Acquiror Shareholders; (ii) determined that the fair market value sole shareholder of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions Merger Sub, has approved 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 Transactionsadopted this Agreement.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity limited lability company power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of 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 managers, as applicable, of the applicable each Acquiror Party andParty, and no other corporate or equivalent proceeding on the part of any Acquiror Party (other than the approval of the Acquiror Shareholder Matters, as applicable) is necessary to authorize this Agreement or such other Transaction Agreements or any Acquiror Party’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 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 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 theretothereto (other than the other Acquiror Party), 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 Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. The minute books of each Acquiror Party contain true, complete and accurate records of all meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and holders of Equity Securities. Copies of such records of each of the Acquiror Parties have been heretofore made available to the Company or its counsel. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposed, the The only votes of any of Acquiror’s members the Acquiror Shareholders 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 Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”Schedule IV.3(b). (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; 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 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 Stockholders approval of each of the TransactionsAcquiror Shareholder Matters.

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 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 therebyby the other Transaction Agreements. The execution, delivery and performance of this Agreement and such the other Transaction Agreements to which any of the SPAC Parties are a party and the consummation of the Transactions and the transactions contemplated hereby and thereby by the other Transaction Agreements have been duly, duly and validly and unanimously authorized and approved by the board of directors or equivalent governing body 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 any of the other Transaction Agreements to which any of 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 any SPAC Party is or will be a party has been or (when executed and delivered by the SPAC Parties) will be, 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 of the other Transaction Agreement Agreements to which such Acquiror Party any of the SPAC Parties is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror Party, the SPAC Parties 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 Stockholder Matters) are in the best interests of SPAC and the stockholders of SPAC, and declared it advisable that SPAC enter into this Agreement, (ii) approved this Agreement and the Transactions (including the SPAC Stockholder Matters), 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 is the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock. The board of directors of DTRT Merger Sub has duly (A) determined that the First Merger and the other Transactions are fair to and in the best interests of DTRT Merger Sub and New Pubco, as its sole stockholder, and declared it advisable that DTRT Merger Sub enter into this Agreement, (B) approved this Agreement and the Acquiror Shareholders; Transactions, on the terms and conditions of this Agreement, and (iiC) adopted a resolution recommending the First Merger and the Conversion be adopted by New Pubco, as its sole stockholder. The board of directors of New Pubco has duly (A) determined that the fair market value of Mergers and the Company is equal to at least 80% of the amount held other Transactions are in the Trust Account best interests of New Pubco and SPAC, as its sole stockholder, and declared it advisable that New Pubco to enter into this Agreement, (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iiiB) approved this Agreement and the Transactions as a Business Combination; Transactions, on the terms and conditions of this Agreement, and (ivC) resolved to recommend to adopted a resolution recommending the stockholders of Acquiror approval of Mergers, and the TransactionsConversion be adopted by SPAC, as its sole stockholder.

Due Authorization. (a) Each of the Acquiror Parties SPAC Party has all requisite corporate or entity company power and authority to execute and deliver this Agreement and each other Transaction Ancillary Agreement to which it such SPAC Party is or will be a party and, upon receipt of the SPAC Shareholder Approval (in the case of the SPAC) and the approval of Holdings as the Acquiror Shareholder Matters by sole member of each Merger Sub (in the Acquiror Shareholderscase of each Merger Sub), 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 Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the SPAC Board, and the board of directors or equivalent governing body of Holdings and each Merger Sub and, except for the applicable Acquiror Party andSPAC Shareholder Approval and the approval of Holdings as the sole member of each Merger Sub, no other corporate or equivalent proceeding on the part of SPAC or any Acquiror other SPAC Party is necessary to authorize this Agreement or such Transaction Ancillary Agreements or any Acquiror PartySPAC’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 SPAC Parties and, assuming due authorization and execution by each other 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 each SPAC Party, enforceable against each Acquiror such SPAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming The approval of each Proposal by such resolutions as are required pursuant to the SPAC's Organizational Documents and the Cayman Act, assuming a quorum is present at the Special Meetingpresent, as adjourned or postposed, are the only votes of any of AcquirorSPAC’s members shares necessary in connection with the entry into this Agreement by SPAC, 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 SPAC 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 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 Document to which it SPAC 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 executionSubject to obtaining the SPAC Stockholder Approval by the Pre-Closing SPAC Holders and the SPAC Public Warrant Holder Approval by the holders of the SPAC Public Warrants at the Special Meeting, the execution and delivery and performance of this Agreement and such Agreement, the Transaction Agreements Documents to which SPAC is or will be a party and the consummation of the transactions contemplated hereby and thereby have been duly(or, validly and unanimously in the case of any Transaction Document entered into after the date of this Agreement, will be upon execution thereof) 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 exempted company action 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. This Agreement has been, and each such Transaction Agreement Document to which such Acquiror Party SPAC is or will be a party has been or will beupon execution thereof, duly and validly executed and delivered by such Acquiror Party andSPAC and constitutes or will constitute, upon execution thereof, as applicable, assuming due authorization power and authority of, and due execution by each other Party hereto and theretodelivery by, the Company, a valid, legal and binding agreement of SPAC (assuming this Agreement constitutes, has been and each such the Transaction Agreement Documents to which such Acquiror Party SPAC is or will be a party, constitutes party are or will constitute a legalbe upon execution thereof, valid as applicable, duly authorized, executed and binding obligation of such Acquiror Partydelivered by the other Persons party hereto or thereto, as applicable), enforceable against each Acquiror Party SPAC in accordance with its their terms, subject to the Enforceability Exceptions.” (bv) 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 Section 6.05 of the Transactions, including the Closing, Agreement is hereby amended and the approval of the Acquiror Shareholder Matters are restated to read 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.follows:

Due Authorization. (a) Each of the Acquiror Parties Avalon 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 Avalon Stockholder Matters by the Acquiror ShareholdersAvalon Stockholders, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby (such required votes, the “Avalon Stockholder Approval”). 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 Avalon and, except for approval of Avalon Stockholder Matters by Avalon Stockholders, no other corporate or equivalent proceeding on the part of any Acquiror Party Avalon is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror PartyA▇▇▇▇▇’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 Avalon is or will be a party party, has been or will be, be duly and validly executed and delivered by such Acquiror Party Avalon 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 Avalon is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyAvalon, enforceable against each Acquiror Party Avalon in accordance with its terms, subject to the Enforceability Exceptions. The only vote of the holders of any class or series of capital stock of Avalon necessary to effect the Transactions is the Avalon Stockholder Approval. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposedpostponed, the only votes of any of AcquirorAvalon’s members capital stock necessary in connection with the entry into this Agreement by Avalon, the consummation of the Transactionstransactions contemplated hereby, including the Closing, Closing and the approval of the Acquiror Shareholder Avalon Stockholder Matters are as set forth on Section Schedule 6.02(b) of the Acquiror Disclosure Letter (such votesAvalon Schedules. Each Avalon 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 Avalon is applicable to any of the “Acquiror Shareholder Approval”)Transactions. (c) At a meeting duly called and held, the board of directors of Acquiror Avalon has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersAvalon Stockholders; (ii) determined that the fair market value of the Company BCG 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 hereofExecution Date; (iii) approved the Transactions transactions contemplated by this Agreement as a Business Combination; and (iv) resolved made the Avalon Board Recommendation; and (v) adopted a resolution having the effect of causing the restrictions contained in Section 203 of the DGCL applicable to recommend a “business combination” (as defined in such Section 203 of the DGCL) not to apply to the stockholders execution, delivery or performance of Acquiror approval this Agreement, and the consummation of the Avalon Merger and the other Transactions. (d) To Avalon’s Knowledge, 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 Parent and Merger Sub has all requisite full corporate or entity 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 stockholder 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”). The board of directors of Merger Sub has unanimously (A) determined that this Agreement, the terms of this Agreement and the transactions contemplated by this Agreement are fair to and in the best interests of Merger Sub and its sole stockholder, (B) approved and declared advisable the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement and (C) resolved to recommend that Merger Sub’s sole stockholder adopt 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 stockholder 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 DGCL). 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 ListCo and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement Agreement, the Plan of Merger and each other Transaction Agreement to which it is or will be a party andand (subject to the consents, upon receipt of 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 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 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 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 ▇▇▇▇▇▇ 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 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 SPAC, SPAC Newco 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 and, in the case of SPAC, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror ShareholdersSPAC 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 they are a party by each of SPAC, SPAC Newco and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized by all requisite action, except for, in the case of SPAC, SPAC Stockholder Approval, 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 SPAC or Merger Sub is necessary to authorize this Agreement or such Transaction the Ancillary Agreements or any Acquiror PartySPAC’s, SPAC Newco’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 each of SPAC, SPAC Newco and Merger Sub (as applicable) and, assuming due authorization and execution by each other Party party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party is or ancillary agreement will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror Partyeach of SPAC, SPAC Newco and Merger Sub, enforceable against each Acquiror Party of SPAC, SPAC Newco 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 SPAC Class A Common Stock and SPAC Class B Common Stock, voting together as a single class, cast at a special meeting of the SPAC Stockholders (the “Special Meeting”) shall be required to approve the Transaction Proposal and TX Merger, (ii) holders of a majority of the outstanding shares of SPAC Class A Common Stock and SPAC 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 SPAC Class A Common Stock and SPAC Class B Common Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of SPAC 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 SPAC Class A Common Stock and SPAC Class B Common Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the SPAC Newco Omnibus Incentive Plan Proposal, in each case, assuming a quorum is present at present, to approve the Special Meeting, as adjourned or postposed, Proposals (other than the SPAC Newco Omnibus Incentive Plan Proposal) are the only votes of any of AcquirorSPAC’s members capital stock necessary in connection with the entry into this Agreement by SPAC, and the consummation of the Transactionstransactions contemplated hereby, including the Closing, and Closing (the approval by SPAC 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 SPAC Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror SPAC 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 ShareholdersSPAC and its stockholders; (ii) determined that the fair market value of the Company Florida 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 SPAC Stockholders the stockholders of Acquiror approval of each of the TransactionsProposals.

Due Authorization. (a) Each of the Acquiror Parties Target Company 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 andcontemplated hereby and (subject to the approvals described in Section 4.5, upon receipt of approval the Target Company Securityholder Approval and any approvals of the Acquiror Shareholder Matters by securityholders of the Acquiror Shareholders, Target Companies to be obtained in connection with the Pre-Closing Reorganization) to consummate the transactions contemplated hereby Transactions and therebyto 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 each Ancillary Agreement to which each Target Company is a party contemplated hereby 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 Board of directors Directors (or equivalent governing body thereof) of such Target Company, and, except for the Target Company Securityholder Approval and any approvals of the applicable Acquiror Party andsecurityholders of the Target Companies to be obtained in connection with the Pre-Closing Reorganization, no other corporate or equivalent proceeding on the part of any Acquiror Party such Target Company is necessary to authorize this Agreement or and each Ancillary Agreement 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 TransactionsTarget Company is a party contemplated hereby. This Agreement has been, and each such Transaction Agreement on or prior to the Closing, the Ancillary Agreements to which such Acquiror Party any Target Company is or will be a party has been or contemplated hereby will be, duly and validly executed and delivered by such Acquiror Party andTarget Company, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and on or prior to the Closing, each such Transaction Ancillary Agreement to which such Acquiror Party Target Company is or a party contemplated hereby will be a partyconstitute, constitutes or will constitute a legal, valid and binding obligation of such Acquiror PartyTarget Company (assuming that this Agreement and such Ancillary Agreements are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other parties thereto), as applicable, enforceable against each Acquiror Party such Target Company, in accordance with its and their respective 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 Meeting, as adjourned or postposeddate of this Agreement, the only votes Board of any Directors of Acquiror’s members necessary Epic has duly adopted resolutions (i) determining that this Agreement and each Ancillary Agreement to which Epic is a party contemplated hereby and the Transactions are advisable and fair to, and in connection with the best interests of, Epic and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by Epic of this Agreement and each Ancillary Agreement to which Epic is a party contemplated hereby and the consummation of the Transactions. No other corporate action is required on the part of Epic or its equityholders to enter into this Agreement or each Ancillary Agreement to which Epic is a party contemplated hereby or to approve the Transactions, including other than the Closing, Target Company Securityholder Approval and the approval any approvals of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) securityholders of the Acquiror Disclosure Letter (such votes, collectively, Target Companies to be obtained in connection with the “Acquiror Shareholder Approval”)Pre-Closing Reorganization. (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 Parent, First Merger Sub and Second Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party andand (subject to the approvals described in Section 6.07) (in the case of Parent), upon receipt of approval the Parent Stockholder Approval and the effectiveness of the Acquiror Shareholder Matters by the Acquiror ShareholdersParent A&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 other Transaction Agreements by each of Parent, First Merger Sub and Second 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 Parent), except for the Parent Stockholder Approval and the effectiveness of the applicable Acquiror Party andParent A&R Charter, no other corporate or equivalent proceeding on the part of any Acquiror Party Parent, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement or such other Transaction Agreements or any Acquiror PartyParent’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 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 each of Parent, 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 other 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 Partyeach of Parent, First Merger Sub and Second Merger Sub, enforceable against each Acquiror Party of Parent, First Merger Sub and Second Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming The affirmative vote of: (i) holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposal; (ii) holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Issuance Proposal; (iii) (A) holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Parent Class F Stock, voting separately as a single class, shall be required to approve the Amendment Proposal (the approval by Parent Stockholders of the foregoing clauses (i) through (iii), collectively, the “Required Parent Stockholder Approval”); and (iv) holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, cast at the Special Meeting shall be required to approve (A) the Management Longer Term Equity Incentive Plan Proposal and (B) the Parent Omnibus Incentive Plan Proposal (together with the Required Parent Stockholder Approval, the “Parent Stockholder Approval”), in each case, assuming a quorum is present at to approve the Special MeetingProposals, as adjourned or postposed, with the Parent Stockholder Approval representing the only votes of any of AcquirorParent’s members capital stock necessary in connection with the entry into this Agreement by Parent, 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 Parent 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 ShareholdersParent 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; and (iv) resolved to recommend to the stockholders of Acquiror Parent approval of each of the Transactionsmatters requiring Parent Stockholder approval.

Due Authorization. (a) Each of the Acquiror Parties Trebia Party 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 Required Trebia Shareholder Matters Approvals by the Acquiror Trebia Shareholders, 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 Trebia Party and, except for approval of Trebia Shareholder Matters by the Trebia Shareholders, no other corporate or equivalent proceeding on the part of any Acquiror Trebia Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror PartyTrebia’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 Trebia Party that is party thereto 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 each Trebia Party, enforceable against each Acquiror such Trebia Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposedpostponed, the only votes of any of AcquirorTrebia’s members capital stock necessary in connection with the entry into this Agreement by Trebia, the consummation of the Transactionstransactions contemplated hereby, including the Closing, Closing and the approval of the Acquiror Required Trebia Shareholder Matters Approvals are as set forth on Section 6.02(b7.02(b) of the Acquiror Disclosure Letter (such votesSchedules. Each Trebia Shareholder 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 Trebia is applicable to this Agreement or any of the Transactions. As of the date of this Agreement, there is no stockholder rights plan, “Acquiror Shareholder Approval”)poison pill” or similar anti-takeover agreement or plan in effect to which Trebia or any of its Subsidiaries is subject, party or otherwise bound. (c) At a meeting duly called and held, the board of directors of Acquiror Trebia has unanimously: (i) determined that this Agreement and the Transactions transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersTrebia’s stockholders; (ii) determined that the fair market value of the Company S1 Holdco is equal to at least 80% of the amount held in the Trust Account (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 TransactionsTrebia Board Recommendation.

Due Authorization. (a) Each of DSAQ has 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 DSAQ is or will be a party andand (subject to the approvals described in Section 4.03), upon receipt of the Required DSAQ Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions. Subject to obtaining the Required DSAQ Stockholder Approval at the Special Meeting and the approval of the Acquiror Shareholder Matters by DSAQ Warrant Amendment Proposal at the Acquiror ShareholdersDSAQ Warrantholder Meeting, to consummate the transactions contemplated hereby execution and thereby. The execution, delivery and performance of this Agreement and such Agreement, the other Transaction Agreements Documents to which DSAQ is or will be a party and the consummation of the transactions contemplated hereby Transactions, and thereby the DSAQ Warrant Amendment have been duly(or, validly and unanimously in the case of any other Transaction Document entered into after the date of this Agreement, will be upon execution thereof)duly authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, no other all necessary corporate or equivalent proceeding action 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 TransactionsDSAQ. This Agreement has been, and each such other Transaction Agreement Document to which such Acquiror Party DSAQ is or will be a party has been or will beupon execution thereof, duly and validly executed and delivered by such Acquiror Party andDSAQ and constitutes or shall constitute, upon execution thereof, as applicable, assuming due authorization power and authority of, and due execution by and delivery by, the Principal Shareholders, the Blade Group and each other Party party hereto and thereto, a valid, legal and binding agreement of DSAQ (assuming this Agreement constitutes, has been and each such the other Transaction Agreement Documents to which such Acquiror Party DSAQ is or will be a party, constitutes party are or will constitute a legalbe upon execution thereof, valid as applicable, duly authorized, executed and binding obligation of such Acquiror Partydelivered by the other Persons party hereto or thereto, as applicable), enforceable against each Acquiror Party DSAQ in accordance with its their 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 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 AcquirorA▇▇▇▇▇▇▇’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 Parent, Merger Sub I and Merger Sub II has all requisite corporate or entity limited liability company 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 First Merger Effective Time and (subject to the receipt of approval of the Acquiror Shareholder Matters by Consents described in Section 6.6 and the Acquiror Shareholders, Parent Stockholder Approval) to consummate the transactions contemplated hereby and therebythereby (subject, in the case of the First Merger, to the Merger Sub Stockholder Approval, which will occur promptly (and in any event within twenty-four (24) hours) after the execution of this Agreement). The executionexecution and delivery by each of Parent, delivery Merger Sub I and performance Merger Sub II of this Agreement and such the Transaction Agreements Documents to which it is or will be a party at the First Merger Effective Time and the consummation by each of Parent, Merger Sub I and Merger Sub II of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by all necessary and proper corporate or limited liability company action on its part, and, except for the board of directors or equivalent governing body of the applicable Acquiror Party andParent Stockholder Approval, no other corporate or equivalent proceeding action on the part of any Acquiror Party Parent, Merger Sub I or Merger Sub II 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 First Merger Effective Time. Each of this Agreement and the Transaction Documents to which it is or will be a party at the First Merger 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 First Merger 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, Merger Sub I and Merger Sub II (as applicable), enforceable against each Acquiror Party Parent, Merger Sub I and Merger Sub II (as applicable) in accordance with its 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, 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 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 Holdco 2 as the applicable sole shareholder of Merger Sub and (ii) determined by the Board of Directors of Acquiror Party and, no to be in the best interests 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 the Acquiror Parties H▇▇▇▇▇ 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, Hepion and no other corporate or equivalent proceeding on the part of any Acquiror Party Hepion is necessary to authorize this Agreement or such other Transaction Agreements or any Acquiror PartyH▇▇▇▇▇’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf thereunder (except that the Hepion 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 (when executed and delivered by H▇▇▇▇▇) will be, duly and validly executed and delivered by such Acquiror Party H▇▇▇▇▇ 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 PartyHepion, enforceable against each Acquiror Party Hepion 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 AcquirorHepion’s members necessary Equity Securities in connection with the entry into this Agreement by H▇▇▇▇▇, the consummation of the Transactions, including the Closing, and the approval of the Acquiror Shareholder Matters Hepion 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 H▇▇▇▇▇ has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; Hepion and H▇▇▇▇▇’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 (iviii) resolved to recommend to the that H▇▇▇▇▇’s stockholders of Acquiror approval approve each of the TransactionsHepion Transaction Proposals.

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 Ancillary Agreement to which it is or will be a party andparty, upon to perform its respective obligations hereunder and thereunder, and (subject to (x) SPAC’s receipt of the SPAC Stockholder Approvals (in the case of SPAC) and (y) the adoption of this Agreement by SPAC, in its capacity as the sole stockholder of Merger Sub (in the case of Merger Sub, which such approval shall be obtained promptly following execution and delivery of the Acquiror Shareholder Matters by the Acquiror Shareholders, this Agreement)) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements by each of SPAC and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly, duly and validly and unanimously authorized and approved by the SPAC Board and the board of directors or equivalent governing body of Merger Sub, as the case may be, and upon receipt by SPAC of the applicable Acquiror Party andSPAC Stockholder Approval, and receipt by Merger Sub of the adoption of this Agreement by SPAC, 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 Ancillary Agreements or any Acquiror PartySPAC’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 each of SPAC 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 Partyeach of SPAC and Merger Sub, enforceable against each Acquiror Party of SPAC 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 majority of the votes cast by holders of SPAC Common Stock, voting together as a single class, at the Special Meeting shall be required to approve each of the Proposals (including any separate or unbundled advisory proposals as are required to implement the foregoing), with each share of SPAC Common Stock entitling its holder to cast one (1) vote at the Special Meeting (the approval by SPAC Stockholders of all of the foregoing, collectively, the “SPAC Stockholder Approval”) and, assuming a quorum is present at the Special Meeting, as adjourned or postposed, the SPAC Stockholder Approval is the only votes vote of any holders of AcquirorSPAC’s members capital stock necessary in connection with the entry into this Agreement by SPAC 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”)Mergers. (c) At a meeting duly called and held, the board of directors of Acquiror SPAC 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 ShareholdersSPAC 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 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 Stockholders approval of each of the Transactionsmatters requiring SPAC Stockholder Approval.

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 of the Ancillary Documents to which it is or will be a party andparty, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholdersto perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby Transactions, subject to the receipt of the SPAC Stockholder Approval. Subject to the receipt of the SPAC Stockholder Approval, the execution and therebydelivery of this Agreement, the Ancillary Documents to which SPAC is or will be a party and the consummation of the Transactions have been (or, in the case of any Ancillary Document entered into after the date of this Agreement, will be upon execution thereof) duly authorized by all necessary corporate action on the part of SPAC. The Other than the SPAC Stockholder Approval, no other corporate proceedings on the part of SPAC, are necessary to authorize the execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation each of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors Ancillary Documents to which it is a party 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 consummate the Transactions. This Agreement has been, been and each such Transaction Agreement Ancillary Document to which such Acquiror Party SPAC is or will be a party has been or will be, upon execution and delivery thereof, duly and validly executed and delivered by such Acquiror Party and, SPAC 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 constitute, upon execution thereof, as applicable, a legalvalid, valid legal and binding obligation agreement 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 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) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; SPAC 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 Taxes payable on interest earned) as of the date hereof; , (iii) approved the Transactions as a Business Combination; business combination and (iv) resolved to recommend to the stockholders shareholders of Acquiror SPAC approval of each of the Transactionsmatters requiring SPAC Stockholder Approval.

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 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 ancillary agreement to this 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 ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board respective boards of directors of Acquiror and Merger Sub and, except for the Acquiror Stockholder Approval and, as required in relation to the Merger under the Companies Law, the requisite shareholder approval of Acquiror, as the sole shareholder of Merger Sub (such approval being obtained by written resolution or equivalent governing body as otherwise permitted under Merger Sub’s articles of association, prior to the applicable Acquiror Party andClosing Date) (the “Merger Sub Shareholder Approval”), which Merger Sub Shareholder Approval shall be obtained by Merger Sub immediately following execution of this Agreement, 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 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 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 holders of a majority of the outstanding shares of Acquiror Pre-Transaction Common Stock entitled to vote at the Acquiror Meeting shall be required to approve each of the Transaction Proposal, the Issuance Proposal, the Director Election Proposal, the Amendment Proposal and the Equity Plan Proposal, in each case, assuming a quorum is present at the Special Meetingpresent, as adjourned or postposed, and such votes 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 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 transactions contemplated by this Agreement as a Business Combination; and (iv) subject to Section 8.04, resolved to recommend to the stockholders of Acquiror Stockholders approval of the Transactionstransactions contemplated by this Agreement (such recommendation, the “Acquiror Board Recommendation”).

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 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 10.2(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 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, 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 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 Buyer has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other the Buyer Transaction Agreement to which it is or will be a party Agreements and, upon receipt of approval the Buyer Stockholder Approval and the effectiveness of each of the Acquiror Shareholder Matters by Buyer A&R Charter Amendment and the Acquiror ShareholdersBuyer Second A&R Charter, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions and therebythe PIPE Transaction (subject to the approvals described in Section 4.03 or 4.04). The execution, delivery and performance of this Agreement and such the Buyer 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 Buyer Board and, except for the Buyer Stockholder Approval and the effectiveness of directors or equivalent governing body each of the applicable Acquiror Party andBuyer A&R Charter Amendment and the Buyer Second A&R Charter, no other corporate or equivalent proceeding on the part of any Acquiror Party Buyer is necessary to authorize this Agreement or such the Buyer Transaction Agreements or any Acquiror PartyBuyer’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 Buyer 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 Buyer and, assuming due authorization and execution by each other Party party hereto and thereto, this Agreement constitutes, and each such other Buyer 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 PartyBuyer, enforceable against each Acquiror Party Buyer in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception. (b) Assuming a quorum is present at The approval by the Special MeetingBuyer Stockholders of the Required Proposals in each case by the Applicable Majority (the “Buyer Stockholder Approval”), as adjourned or postposed, are the only votes of any of AcquirorBuyer’s members capital stock necessary in connection with the entry into this Agreement by Buyer 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 Buyer Board has unanimously: (i) determined that this Agreement and the Transactions are fair to to, advisable and in the best interests of the Acquiror ShareholdersBuyer Stockholders; (ii) determined that the fair market value of the Company Business 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 hereofAgreement Date; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror Buyer approval of the TransactionsProposals.

Due Authorization. (a) Each of the Acquiror Parties ListCo 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 therebyAcquisition. 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 Acquisition 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 andListCo Board, and no other corporate or equivalent proceeding on the part of any Acquiror Party ListCo is necessary to authorize this Agreement or such Transaction Agreements other Ancillary Documents or any Acquiror PartyListCo’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 thereunder 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) duly and validly executed and delivered by such Acquiror Party ListCo 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, enforceable against each Acquiror Party ListCo 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 ListCo Board has unanimously: (i) approved and declared advisable this Agreement and the other Ancillary Documents and the Acquisition, including the execution, delivery, and performance thereof, and the consummation of the Acquisition contemplated by this Agreement, including the Merger and the issuance of the ListCo Class A Common Stock and the Pre-Funded Warrants, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and the Transactions Acquisition are fair to and in the best interests of ListCo 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 and taxes payable on interest earned) as of the date hereof; ListCo Stockholders, (iii) approved directed that the Transactions 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 Business Combination; vote of the ListCo Stockholders for adoption at the Stockholder Meeting, and (iv) resolved to recommend to that the stockholders ListCo Stockholders vote in favor of Acquiror approval of such proposal (the Transactions“ListCo Board Recommendation”). (c) The ListCo Board has approved this Agreement and the other Ancillary Documents and the Acquisition.

Due Authorization. (a) Each of the Acquiror Parties and Merger Sub has all requisite corporate or entity power and authority (i) to execute and deliver this Agreement and each the other Transaction Agreement documents to which it is or will be a party andcontemplated hereby, upon and (ii) subject to receipt of approval of the Acquiror Shareholder Matters by Stockholder Approval and the Acquiror Shareholdersapprovals described in Section 6.7, to consummate the transactions contemplated hereby and therebythereby and to perform all of its obligations hereunder and thereunder (including the Merger). The On or prior to the date of this Agreement, each of the Boards of Directors of Acquiror and Merger Sub has duly adopted resolutions (a) determining that the Merger is fair to and in the best interests of Acquiror and Merger Sub and their respective stockholders, as applicable, (b) authorizing and approving the execution, delivery and performance by Acquiror and Merger Sub of this Agreement and such Transaction Agreements the other documents to which Acquiror or Merger Sub, as applicable, is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly(including the Merger) and declared it advisable for Acquiror and Merger Sub, validly as applicable, to enter into this Agreement and unanimously authorized the other documents contemplated hereby and approved (c) recommending the approval and adoption of this Agreement and the documents contemplated hereby, and the transactions contemplated hereby and thereby, including the Merger, by the board Acquiror Stockholders and the sole stockholder of directors or equivalent governing body of the applicable Acquiror Party andMerger Sub, no as applicable. 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 or any and the other documents to which it is a party 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 on 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, and each such Transaction Agreement on 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 in each case assuming the due authorization, execution and delivery by the other parties hereto and thereto, a legal, valid and binding obligation of such each of Acquiror Partyand Merger Sub, as applicable, 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 The affirmative vote of (i) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Acquiror Stockholders’ Meeting shall be required to approve the Merger Proposal, (ii) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Acquiror Stockholders’ Meeting shall be required to approve the NASDAQ Proposal, (iii) (A) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Acquiror Class B Common Stock, voting separately as a single class, shall be required to approve the Amendment Proposal, and (iv) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Acquiror Stockholders’ Meeting shall be required to approve the Incentive Plan Proposal, the Purchase Plan Proposal and the CEO Incentive Plan Proposal, in each case, assuming a quorum is present at the Special Meetingpresent, as adjourned or postposedto approve such Transaction Proposal, and are the only votes of any Equity Interests of Acquiror’s members Acquiror necessary in connection with the entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactionstransactions contemplated hereby, including the Closing, and Merger (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 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 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 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 SPAC Stockholders approval of Acquiror the Transactions and the SPAC Stockholder Matters. (d) The board of directors of Merger Sub, 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’s sole stockholder; (ii) approved the transactions contemplated by this Agreement; and (iii) resolved to recommend to the sole stockholder of Merger Sub 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 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 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 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; Acquiror’s 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 (iviii) resolved to recommend to the Acquiror’s stockholders of Acquiror approval of each of the TransactionsAcquiror Stockholder Matters.

Due Authorization. (a) Each of the Acquiror Company Parties has all requisite corporate or entity limited lability company power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of 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 each Company Party and, and no other corporate or equivalent proceeding on the part of any Acquiror Company Party is necessary to authorize this Agreement or such other Transaction Agreements or any Acquiror Company Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf The Company Stockholder Matters have been approved by the holders of equityholders the necessary number of Pubco, Corp Merger Sub and LLC Merger Sub required for outstanding shares of Company Common Stock comprising the TransactionsRequired Company Stockholder Approval prior to the date hereof in accordance with the NYCBL. This Agreement has been, and each such other Transaction Agreement to which such Acquiror Company Party is or will be a party has been or will be, duly and validly executed and delivered by such Acquiror Company Party and, assuming due authorization and execution by each other Party hereto and theretothereto (other than the other Company Party), this Agreement constitutes, and each such other Transaction Agreement to which such Acquiror Company Party is or will be a party, constitutes or will constitute a legal, valid and binding obligation of such Acquiror Company Party, enforceable against each Acquiror Company Party in accordance with its terms, subject to the Enforceability Exceptions. The minute books of each Company Party contain true, complete and accurate records of all meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and holders of Equity Securities. Copies of such records of each of the Company Parties have been heretofore made available to Piermont or its counsel. (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 each of the Company Parties has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; Company Stockholders and (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 Company Stockholders approval of each of the TransactionsCompany Stockholder Matters.

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. 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 will be a party delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and therebythereby (including the Merger). The execution, execution and delivery and performance by SPAC of this Agreement and such the other Transaction Agreements to which it is a party, and the consummation by SPAC of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action 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 or to consummate the transactions contemplated hereby or thereby, other than approval from the SPAC Stockholders. This Agreement and the other Transaction Agreements to which each of them is a party have been duly and validly executed and delivered by SPAC and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding obligations of SPAC, enforceable against SPAC in accordance with their terms, subject to the Remedies Exception. The board of directors of SPAC has unanimously approved the transactions contemplated by this Agreement. Assuming that a quorum of a stockholders’ meeting (as determined pursuant to SPAC’s Organizational Documents) is present, the SPAC Transaction Proposals shall require approval by: (a) in the case of clause “(i)” of the definition of SPAC Transaction Proposals, by the affirmative vote of holders of a majority of the outstanding SPAC Shares entitled to vote on such matter; and (b) in the case of all other clauses of the definition of SPAC Transaction Proposals, by the affirmative vote of the holders of at least a majority of the votes cast by SPAC Stockholders present in person or represented by proxy at the SPAC Stockholder Meeting. The foregoing votes are the only votes of any of SPAC’s capital stock necessary in connection with entry into this Agreement by SPAC 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 Transactionshereby, 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 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 has all requisite corporate or entity limited lability company power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of 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 each 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 Party’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 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 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 theretothereto (other than the other Acquiror Party), 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 Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. The minute books of each Acquiror Party contain true, complete and accurate records of all meetings and consents in lieu of meetings of its board of directors (and any committees thereof), similar governing bodies and holders of Equity Securities. Copies of such records of each of the Acquiror Parties have been heretofore made available to the Company or its counsel. (b) 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 Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”Schedule 4.03(b). (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; Acquiror’s 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 earned) as of the date hereof; , (iii) approved the Transactions as a Business Combination; Combination and (iv) resolved to recommend to the Acquiror’s stockholders of Acquiror approval of each of the TransactionsAcquiror Shareholder Matters.

Due Authorization. (a) Each of the Acquiror Parties 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 ancillary agreement to this 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 ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board respective boards of directors or equivalent governing body of Acquiror 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 or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements or any Acquiror PartyAcquiror’s performance hereunder or thereunder. By Acquiror’s thereunder (other than the adoption of this Agreement by Acquiror in its capacity as the sole stockholder of Merger Sub, which adoption 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 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 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 Pre-Transaction Common Stock entitled to vote at the Acquiror Meeting, shall be required to approve each of the Transaction Proposal, the Issuance Proposal and the Director Election Proposal, and (ii) holders of (1) at least 65% of the outstanding Acquiror Pre-Transaction Common Stock entitled to vote at the Acquiror Meeting and (2) a majority of the outstanding shares of Acquiror Pre-Transaction Sponsor Stock entitled to vote at the Acquiror Meeting, shall be required to approve the Amendment 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 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 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 transactions contemplated by this Agreement as a Business Combination; and (iv) subject to Section 8.04, resolved to recommend to the stockholders of Acquiror Stockholders approval of the Transactionstransactions contemplated by this Agreement (such recommendation, the “Acquiror Board Recommendation”).

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity limited lability company power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of 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 each 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 Party’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 TransactionsMergers). 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 theretothereto (other than the other Acquiror Party), 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 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 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 5.02(b). (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; Acquiror’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; Combination and (iv) without limiting Section 8.03, resolved to recommend to the Acquiror’s stockholders of Acquiror approval of each of the TransactionsAcquiror Stockholder Matters.

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 ancillary agreement to this Agreement to which it is or will be a party and, upon receipt of approval of the Acquiror Shareholder Matters by the Acquiror ShareholdersSPAC 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 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 SPAC and, except for the applicable Acquiror Party andSPAC Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party SPAC is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements or any Acquiror PartySPAC’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 Acquiror Party SPAC 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 Acquiror PartySPAC, enforceable against each Acquiror Party SPAC in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming The affirmative vote of holders of a quorum is present majority of the outstanding shares of SPAC Common Stock entitled to vote at the Special Meeting, as adjourned or postposedassuming a quorum is present, to approve the Proposals are the only votes of any of AcquirorSPAC’s members capital stock necessary in connection with the entry into this Agreement by SPAC, 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 SPAC 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 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 the Acquiror Shareholder Matters by the Acquiror Shareholders, contemplated hereby and 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 Acquiror Board and (B) determined by the Acquiror Board as advisable to and in the best interests of directors Acquiror and the Acquiror Shareholders, and recommended for approval by the Acquiror Shareholders. No other company 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 and the other 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 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 Merger 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 and, 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 Merger Closing, the other documents to which such Acquiror Party 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 Acquiror PartyAcquiror, enforceable against each Acquiror Party 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 present: (i) each of those Transaction Proposals identified in clause (i) of Section 9.2(c) 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 Acquiror Board and held for such purpose; and (ii) each of those Transaction Proposals identified in clauses (i), (ii) and (iii) of Section 9.2(c), 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, who attend and vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Acquiror Board and held for such purpose. (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 the consummation of the Transactionstransactions contemplated hereby, including the 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”). (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 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 party, to perform its obligations hereunder and thereunder and, upon subject only to obtaining the Acquiror Stockholders’ Approval, the effectiveness of the Proxy Statement, the filing of the Merger Certificate, and receipt of approval of the Acquiror Shareholder Matters by the Acquiror ShareholdersRegulatory Approvals, to consummate the transactions contemplated hereby and thereby. The executionAll corporate action on the part of each of Acquiror, ▇▇▇▇▇▇ Sub and their respective directors, officers, equity holders, stockholders and/or members, as applicable, necessary for the (a) authorization, execution and delivery by each of Acquiror and performance Merger Sub 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 it is or will be a party, constitutes (b) consummation of the Transactions and (c) performance of all of each of their obligations hereunder or thereunder has been taken or will be taken prior to the Closing, subject to (i) obtaining the Acquiror Stockholders’ Approval and Merger Sub Written Consent, (ii) the filing of the Merger Certificate and (iii) the receipt of the Regulatory Approvals. This Agreement and the Ancillary Agreements to which it is or will be a party assuming due authorization, execution and delivery by each other party constitute a legal, valid and binding obligation obligations of such each of Acquiror Partyand Merger Sub, enforceable against each Acquiror Party such Person in accordance with its their respective 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: except (i) determined that this Agreement as limited by applicable bankruptcy, insolvency, reorganization, moratorium and the Transactions are fair to other Laws of general application affecting enforcement of creditors’ rights generally 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 limited by Laws relating to the stockholders availability of Acquiror approval specific performance, injunctive relief or other equitable remedies or by general principles of the Transactionsequity.

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, with the holders of (x) the Acquiror Class B Common Stock voting separately as adjourned a single class and (y) the Acquiror Class A Common Stock and the Acquiror Class B Common Stock voting together as a single class, 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 Omnibus 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 Sponsor party to the approval Sponsor Agreement holds sufficient shares of the Acquiror Shareholder Matters are as set forth on Class B Common Stock, and has the authority, to waive application of Section 6.02(b4.3(b)(ii) of the Acquiror Disclosure Letter Certificate of Incorporation (such votes, collectively, the “Acquiror Shareholder ApprovalClass B Anti-Dilution Protection”) in the manner and on the terms contemplated by the Sponsor Agreement (and without the need for the consent or waiver of any other Person to be solicited or obtained). (c) 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 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 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 SPAC Stockholder Matters by the Acquiror ShareholdersSPAC 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 SPAC and, except for the applicable Acquiror Party andSPAC Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party SPAC is necessary to authorize this Agreement or such 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 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 SPAC will be a party has been or will beparty, duly and validly executed and delivered by such Acquiror Party SPAC 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 SPAC 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 Special Meeting, as adjourned or postposed, the 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, Closing and the approval of the Acquiror Shareholder SPAC Stockholder Matters are as set forth on Section Schedule 6.02(b) of the Acquiror Disclosure Letter (such quorum and votes, collectively, the “Acquiror Shareholder SPAC Stockholder Approval”). Each SPAC Stockholder is entitled to vote at the Special Meeting and is entitled to one vote per share. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation applicable to SPAC is applicable to any of the Transactions. (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 transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersSPAC’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 TransactionsSPAC Board Recommendation.

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 thereby. The execution, delivery and performance of this Agreement Agreement, the Plan of Merger 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 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 this Agreement or such Transaction Agreements or any Acquiror SPAC Party’s performance hereunder or thereunder. 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 required for the Transactionstransactions contemplated hereby. 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 postposed, 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 SPAC Stockholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”Schedule ‎6.02(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 transactions contemplated hereby are fair to and in the best interests of the Acquiror ShareholdersSPAC’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 SPAC approval of the Transactionstransactions contemplated by this Agreement. (d) 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 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 Holdings, 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 this Agreement and the Transactions (including the SPAC Amended Charter and SPAC Amended Bylaws) are fair to and in the best interests of SPAC and the Acquiror Shareholders; stockholders of SPAC, and declared it advisable, to enter into this Agreement, (ii) determined that approved this Agreement and the fair market value other Transactions (including the SPAC Amended Charter and SPAC Amended Bylaws), on the terms and subject to the conditions of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions this Agreement, and taxes payable on interest earned) as of the date hereof; (iii) approved adopted a resolution recommending to its stockholders the Transactions 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, except for the SPAC Amended Charter Proposal, which shall require both the affirmative vote of the holders of at least a majority of the outstanding shares of SPAC Class A Common Stock and the affirmative vote of the holders of at least a majority of the outstanding shares of SPAC Class B Common Stock, in each case voting separately as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactionssingle class.

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 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 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.