Common use of Due Authorization Clause in Contracts

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

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

Due Authorization. (a) Acquiror Each of OmniLit and Merger Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (b) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by Acquiror the Board and, except of Directors of OmniLit and by the 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 Acquiror Stockholder Approval, no OmniLit Stockholders. No other corporate or equivalent company proceeding on the part of Acquiror OmniLit or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andeach of 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 Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of OmniLit and Merger Sub, enforceable against Acquiror 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) At a meeting duly called and held, The OmniLit Stockholder Approval represents the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote only votes of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of AcquirorOmniLit’s capital stock necessary in connection with entry into this Agreement by Acquiror OmniLit and the consummation of the Transactions transactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Board of Directors of OmniLit, upon the unanimous recommendation of the Special Committee, has 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 approval Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, OmniLit and its stockholders and (ii) recommended that the Board of Directors of OmniLit (A) approve and declare advisable this Agreement and the Transaction ProposalsAncillary 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 a meeting of OmniLit Stockholders and (C) recommend that OmniLit Stockholders adopt this Agreement.

Due Authorization. (a) Acquiror Each of the SPAC Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror SPAC Stockholder ApprovalMatters by the SPAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors of the applicable SPAC Party and, except for approval of the Acquiror SPAC Stockholder ApprovalMatters by the SPAC Stockholders, no other corporate or equivalent proceeding on the part of Acquiror any SPAC Party is necessary to authorize the execution, delivery and performance of this Agreement or such Transaction Agreements or AcquirorAgreements. By SPAC’s performance hereunder or thereunderexecution and delivery hereof, it has provided all approvals on behalf of equityholders of Merger Subs required for the Transactions. This Agreement has been, and each such Transaction Agreement to which Acquiror such SPAC Party will be party, duly and validly executed and delivered by Acquiror such SPAC Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror such SPAC Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch SPAC Party, enforceable against Acquiror each SPAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of SPAC’s authorized share capital necessary in connection with the entry into this Agreement by SPAC, the consummation of the Transactions, including the Closing, and the approval of the SPAC Stockholder Matters are as set forth on Schedule 6.02(b) to the SPAC Disclosure Letter. (c) At a meeting duly called and heldheld or otherwise by unanimous written resolutions, the Acquiror Board hasboard of directors of SPAC has unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of AcquirorSPAC’s stockholders, shareholders; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least eighty percent (80% %) of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes Taxes paid or payable on interest the income earned on the Trust AccountAccount and excluding the amount of any deferred underwriting commissions) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the Acquiror Organizational Documents) is present, each stockholders of the Transaction Proposals shall require SPAC approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the SPAC Stockholder Matters. (d) The board of directors of Merger Sub I and the managing member of Merger Sub II, by resolutions duly adopted by written consent and not subsequently rescinded or modified in any way, have unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Merger Sub I’s sole stockholder and Merger Sub II’s sole and managing member, as applicable; (ii) approved the transactions contemplated by this Agreement; and (iii) resolved to recommend to the sole stockholder and sole and managing member of Merger Sub I and Merger Sub II, respectively, approval of the Transactions. (e) To the knowledge of SPAC, the execution, delivery and performance of any Transaction ProposalsAgreement by any party thereto, other than any SPAC Party or the Company and any of its Affiliates, do not and will not conflict with or result in any violation of any provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) Each of Acquiror 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 specified to be, a party andparty, upon receipt of and (subject to the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and approvals discussed below) to consummate the Transactions and 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 and the transactions contemplated hereby and thereby by Acquiror and/or Merger Sub, as applicable, have been duly and validly authorized and approved by the Board of Directors of Acquiror Board andand approved by Acquiror as the sole member of Merger Sub, except for the Acquiror Stockholder Approval, and no other corporate or equivalent proceeding on the part of Acquiror 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 Acquiror’s performance hereunder or thereunderthe transactions contemplated hereby and thereby. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by each of Acquiror and Merger Sub, and Acquiror and/or Merger Sub, as applicable, will, subject to the 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 Acquiror will and/or Merger Sub, as applicable, is specified to be party, a party upon execution thereof will constitute a legal, valid and binding obligation of AcquirorAcquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. SPAC has the requisite power and authority to: (a) Acquiror has all requisite corporate or entity power execute, deliver and authority to execute and deliver perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and, to consummate the Transactions (including the Merger). The execution and delivery by SPAC of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by SPAC of the Transactions (including the Merger), have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized by all necessary corporate actions on the part of SPAC, and no other proceedings on the part of SPAC are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and or to consummate the Transactions and the transactions contemplated hereby or thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and other than approval from the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderSPAC Stockholders. This Agreement has been, and each such the other Transaction Agreement Agreements to which Acquiror it is a party has been (or, for the Transaction Agreements to be executed at Closing, will be party, be) duly and validly executed and delivered by Acquiror SPAC and, assuming the due authorization authorization, execution and execution delivery thereof by each the other party hereto and theretoParties, this Agreement constitutesconstitute (or, and each such for the Transaction Agreement Agreements to which Acquiror will be partyexecuted at Closing, will constitute a constitute) the legal, valid and binding obligation obligations of AcquirorSPAC, enforceable against Acquiror SPAC in accordance with its their respective terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Remedies Exception. Assuming that a quorum (as determined pursuant to the Acquiror SPAC’s Organizational Documents) is presentpresent at the SPAC Stockholders’ Meeting, each clause (a) and clause (c) of the definition of the SPAC Transaction Proposals shall require approval by an the affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock votes cast by the holders of SPAC Shares present in person or represented by proxy at the SPAC Stockholders’ Meeting and entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purposethereon. The foregoing votes in this Section 5.02(c) are vote is the only votes vote of any of AcquirorSPAC’s capital stock necessary in connection with regard to entry into this Agreement by Acquiror SPAC and the consummation of the Transactions and (including the approval of the Transaction ProposalsMerger).

Due Authorization. (a) Acquiror Buyer has all requisite corporate or entity power and authority to execute execute, deliver and deliver perform this Agreement and each Transaction Agreement the Ancillary Agreements to which it is a party andand to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and the Ancillary Agreements to which it is a party, upon receipt the performance by Buyer of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and consummation by Buyer of the transactions contemplated thereby. The execution, delivery hereby and performance of this Agreement and such Transaction Agreements and thereby (including the consummation of the Transactions and the transactions contemplated thereby Restructuring) have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other all requisite corporate or equivalent proceeding action on the part of Acquiror 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 Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, it is a party or the transactions contemplated hereby or thereby. Buyer has duly and validly executed and delivered by Acquiror 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 Acquiror will be party, will constitute a legal, valid and binding obligation obligations of AcquirorBuyer, enforceable against Acquiror Buyer in accordance with its their respective terms, subject to except as may be limited by the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that Limitations. No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies to Buyer with respect to this Agreement and or the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereofcontemplated hereby. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

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

Due Authorization. (a) Acquiror Seller Parent has all requisite necessary corporate or entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the Ancillary Agreements, to the extent it will be a party thereto, and the consummation of the transactions contemplated hereby and thereby and the execution and delivery of this Agreement and the Ancillary Agreements to the extent it will be a party thereto, and the performance of all of its obligations hereunder and thereunder have been duly authorized by Seller Parent. The signing, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements is not prohibited or limited by, and shall not result in a material breach of or a material default under, any provision of the Organizational Documents of Seller Parent, or of any material Contract binding on Seller Parent, or of any applicable Order, and shall not result in any Lien on any of the Acquired Assets (other than as may result from the action of the Buyers). This Agreement has been duly executed and delivered by Seller Parent, and the Ancillary Agreements will, at the Closing, be duly executed and delivered by Seller Parent to the extent Seller Parent is party thereto, and this Agreement constitutes, and when executed and delivered by Seller Parent, to the extent Seller Parent is party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller Parent enforceable against Seller Parent in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally. Seller Parent has on behalf of each Transaction Agreement Seller the power and authority to make the representations and warranties and enter into the covenants contained herein. (b) Each Seller Party has all necessary corporate power and authority to execute, deliver and perform its obligations under the Ancillary Agreements(s) to which it is a party, and the execution and delivery of such agreement(s) and the performance of all of its obligations thereunder will prior to the Closing have been duly authorized by each such Seller Party. The signing, delivery and performance by each Seller Party of the Ancillary Agreement(s) to which it is a party andare not prohibited or limited by, and shall not result in a material breach of or a material default under, any provision of the Organizational Documents of such Seller Party, or of any material Contract binding on such Seller Party, or of any applicable Order, and shall not result in any Lien on any of the Acquired Assets (other than as may result from the action of the Buyers). The Ancillary Agreements, upon receipt of the Acquiror Stockholder Approvaltheir delivery at or prior to Closing, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby will have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization each Seller Party that is a party thereto and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a the legal, valid and binding obligation of Acquiroreach Seller Party that is a party thereto, enforceable against Acquiror each such Seller Party in accordance with its their respective terms, subject except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to the Enforceability Exceptionsor affecting creditors’ rights generally. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror HCM has all requisite corporate or entity power and authority to (x) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (y) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby, and the consummation of the Transactions and the transactions contemplated thereby hereby and thereby, have been (i) duly and validly authorized and approved by Acquiror the Board andof Directors of HCM and (ii) determined by the Board of Directors of HCM as advisable to HCM and the HCM Shareholders, except and recommended for approval by the Acquiror Stockholder Approval, no HCM Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror HCM is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the HCM Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andHCM, assuming due authorization and execution by each other to the extent a party hereto and thereto, and this Agreement constitutes, assuming the due authorization, execution and each such Transaction Agreement delivery by the other parties hereto, and at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of AcquirorHCM, to the extent a party thereto, enforceable against Acquiror 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) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational HCM’s Governing Documents) is present, each of the those Transaction Proposals shall require approval by an affirmative vote of the holders of at least a a: (i) simple majority of the outstanding Acquiror Common Stock HCM Ordinary Shares in respect of those Transaction Proposals requiring an ordinary resolution as a matter of Cayman Islands law; or (ii) two-thirds majority in respect of those Transaction Proposals requiring a special resolution as a matter of Cayman Islands law, in each case, entitled to vote, who attend (in person or via proxy) and vote thereupon (as determined pursuant to the Acquiror Organizational in accordance with HCM’s Governing Documents) at a stockholdersshareholders’ meeting duly called by the Acquiror Board of Directors of HCM and held for such purpose. The foregoing votes in this Section 5.02(c. (c) are HCM Shareholder Approval is the only votes of any of Acquiror’s capital stock necessary approval or consent required to be obtained from HCM Shareholders in connection with entry into this Agreement by Acquiror HCM and the consummation of the Transactions transactions contemplated hereby, including the Merger and the approval Closing. (d) At a board meeting duly called and held, the Board of Directors of HCM has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror Each of Parent and M▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each the Transaction Agreement Documents to which it is or will be a party and, upon at the Effective Time and (subject to the receipt of the Acquiror Stockholder Consents described in Section 6.4, the Parent Shareholder Approval and the Merger Sub Shareholder Approval, to perform its obligations hereunder and thereunder and ) to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, execution and delivery by each of Parent and performance Merger Sub of this Agreement and such the Transaction Agreements Documents to which it is or will be a party at the Effective Time and the consummation by each of Parent and Merger Sub of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board all necessary and proper corporate action on its part, and, except for the Acquiror Stockholder Parent Shareholder Approval and the Merger Sub Shareholder Approval, no other corporate or equivalent proceeding action on the part of Acquiror Parent or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements Documents to which it is or Acquiror’s performance hereunder will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or thereunder. This Agreement will be a party at the Effective Time has been, or when executed and each such Transaction Agreement to which Acquiror delivered will be partybe, duly and validly executed and delivered by Acquiror and, Parent and (assuming due authorization and execution by each other party hereto and thereto, that this Agreement constitutes, and each or such other applicable Transaction Agreement Documents to which Acquiror each of the Company or SpinCo is or will be partya party at the Effective Time constitutes a legal, valid and binding obligation of each of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of AcquirorParent and Merger Sub (as applicable), enforceable against Acquiror Parent and Merger Sub (as applicable) in accordance with its terms, subject to the Enforceability ExceptionsRemedies Exception. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Parent’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by an a special resolution under the CICA (being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); (ii) each of those Transaction Proposals identified in clauses (D), (E), (F) and (I), of Section 7.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of the outstanding Acquiror Common Stock ordinary shares who, being present and entitled to vote thereupon at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (as determined pursuant to the Acquiror Organizational Documentsiii) at a stockholders’ meeting duly called each of those Transaction Proposals identified in clauses (G) and (H), of Section 7.4(e)(ii), in each case, shall require approval by the Acquiror Board number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and held for such purpose. the Governing Documents of Parent. (c) The foregoing votes in this Section 5.02(c) are the only votes of any of AcquirorParent’s share capital stock necessary in connection with entry into this Agreement by Acquiror P▇▇▇▇▇ and Merger Sub and the consummation of the Transactions Transactions, including the Closing. (d) At a meeting duly called and the approval held, or by written resolutions of the Transaction ProposalsParent Board signed by all directors of the Parent in lieu of a meeting, the Parent Board has unanimously approved the Transactions as a Business Combination.

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

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

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

Due Authorization. (a) Acquiror 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 a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement and such each of the other Transaction Agreements Documents to which it is a party, the issuance 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 and the transactions contemplated thereby hereby and thereby) (a) are within the corporate power and authority of the Company and (b) have been duly and validly authorized and approved by Acquiror Board andall requisite corporate proceedings on the part of the Company, except for the Acquiror Stockholder Approvalapproval 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, no other corporate or equivalent proceeding on the part 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 Acquiror is necessary May 5, 2000, the Board of Directors consists of eight directors and the Initial Noteholder Designee has been duly appointed to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderserve 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 Acquiror the Company is a party when executed and delivered by the Company will be partybe, duly and validly executed and delivered by Acquiror 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 Acquiror Documents when executed and delivered by the Company will be partyconstitute, will constitute a legal, valid and binding obligation agreement of Acquiror, the Company enforceable against Acquiror 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) At a meeting duly called Section 3.3 is hereby amended and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and restated in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) its entirety as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.follows:

Due Authorization. (a) Acquiror FTAC has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror FTAC Stockholder ApprovalMatters by FTAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the board of directors or equivalent governing body of FTAC and, except for the Acquiror approval of FTAC Stockholder ApprovalMatters by FTAC Stockholders, no other corporate or equivalent proceeding on the part of Acquiror FTAC is necessary to authorize this Agreement or such Transaction Agreements or AcquirorFTAC’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror FTAC will be party, duly and validly executed and delivered by Acquiror FTAC and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror FTAC will be party, will constitute a legal, valid and binding obligation of AcquirorFTAC, enforceable against Acquiror FTAC in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of FTAC’s capital stock necessary in connection with the entry into this Agreement by FTAC, the consummation of the transactions contemplated hereby, including the Closing and the approval of the FTAC Stockholder Matters are as set forth on Schedule 6.02(b) of the FTAC Schedules. Each FTAC Stockholder is entitled to vote at the Special Meeting and is entitled to one vote per share. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation applicable to FTAC is applicable to any of the Transactions. (c) At a meeting duly called and held, the Acquiror Board hasboard of directors of FTAC has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of AcquirorFTAC’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that a quorum (as determined pursuant to approved the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval transactions contemplated by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror as a Business Combination; and (iv) made the consummation of the Transactions and the approval of the Transaction ProposalsFTAC Board Recommendation.

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

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of the Acquiror Stockholder Approvalparty, to perform its obligations hereunder and thereunder and, assuming the accuracy of the Interested Stockholder Rep, and subject only to obtaining the Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Board Party and, except for the Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. Promptly following the execution and delivery of this Agreement, the Acquiror will execute and deliver written consents duly adopting this Agreement in its capacity as the sole stockholder of First Merger Sub and sole member of Second Merger Sub, respectively (collectively, the “Merger Sub Stockholder Approval”), following which Acquiror will have provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which an Acquiror Party is or will be partya party has been or will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party is or will be partya party constitutes or will constitute, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against such Acquiror Party in accordance with its terms, subject only to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as may be adjourned or postponed from time to time in accordance with this Agreement, the only votes of the holders of any of Acquiror’s share capital necessary in connection with the entry into this Agreement by Acquiror, the consummation by Acquiror of the Transactions, including the Closing, the Domestication and the approval of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror Board has: has unanimously (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. , (cii) Assuming determined that a quorum it is in the best interests of Acquiror and the Acquiror Shareholders, and declared it advisable, to enter into this Agreement providing for the Mergers and the Domestication, (as determined pursuant iii) approved this Agreement and the Transactions, including the Mergers and the Domestication, on the terms and subject to the Acquiror Organizational Documentsconditions of this Agreement, and (iv) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by made the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsRecommendation.

Due Authorization. (a) Acquiror Each MediaAlpha Party has all requisite corporate or entity full right, power and authority to execute and deliver deliver, to the extent a party thereto, (i) this Agreement, (ii) the tax receivables agreement (the “Tax Receivables Agreement”) among the Company, the Selling Stockholder, the LLC and the other parties thereto, (iii) the fourth amended and restated limited liability company agreement of the LLC (the “LLC Agreement”), (iv) the reorganization agreement (the “Reorganization Agreement”) among the Company, GHI, the LLC, the Selling Stockholder, the Founders and their respective Founder Holding Vehicles (each as defined in the Reorganization Agreement), Insignia (as defined in the Reorganization Agreement), QL LLC (as defined in the Reorganization Agreement), the Senior Executives (as defined in the Reorganization Agreement) and the other parties thereto, (v) the stockholders’ agreement (the “Stockholders’ Agreement”) among the Founders and their respective Founder Holding Vehicles (each as defined in the Stockholders’ Agreement), the Company, the Selling Stockholder and the other parties thereto, and (vi) the registration rights agreement (the “Registration Rights Agreement” and, together with this Agreement, the Tax Receivables Agreement, the LLC Agreement, the Reorganization Agreement, and the Stockholders’ Agreement, the “Transaction Documents”) among the Company and certain stockholders party thereto, and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction Agreement Documents to which it is a party and, upon receipt and the consummation by it of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery hereby and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have has been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptionstaken. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror Each of Parent and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each the Transaction Agreement Documents to which it is or will be a party and, upon at the Effective Time and (subject to the receipt of the Acquiror Stockholder Consents described in Section 6.4, the Parent Shareholder Approval and the Merger Sub Shareholder Approval, to perform its obligations hereunder and thereunder and ) to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, execution and delivery by each of Parent and performance Merger Sub of this Agreement and such the Transaction Agreements Documents to which it is or will be a party at the Effective Time and the consummation by each of Parent and Merger Sub of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board all necessary and proper corporate action on its part, and, except for the Acquiror Stockholder Parent Shareholder Approval and the Merger Sub Shareholder Approval, no other corporate or equivalent proceeding action on the part of Acquiror Parent or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements Documents to which it is or Acquiror’s performance hereunder will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or thereunder. This Agreement will be a party at the Effective Time has been, or when executed and each such Transaction Agreement to which Acquiror delivered will be partybe, duly and validly executed and delivered by Acquiror and, Parent and (assuming due authorization and execution by each other party hereto and thereto, that this Agreement constitutes, and each or such other applicable Transaction Agreement Documents to which Acquiror each of the Company or SpinCo is or will be partya party at the Effective Time constitutes a legal, valid and binding obligation of each of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of AcquirorParent and Merger Sub (as applicable), enforceable against Acquiror Parent and Merger Sub (as applicable) in accordance with its terms, subject to the Enforceability ExceptionsRemedies Exception. (b) Assuming that a quorum (as determined pursuant to Parent’s Governing Documents) is present: (i) each of those Transaction Proposals identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by a special resolution under the CICA (being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); (ii) each of those Transaction Proposals identified in clauses (D), (E), (F) and (I), of Section 7.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (iii) each of those Transaction Proposals identified in clauses (G) and (H), of Section 7.4(e)(ii), in each case, shall require approval by the number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and the Governing Documents of Parent. (c) The foregoing votes are the only votes of any of Parent’s share capital necessary in connection with entry into this Agreement by Parent and Merger Sub and the consummation of the Transactions, including the Closing. (d) At a meeting duly called and held, the Acquiror Parent Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) has unanimously approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereofa Business Combination. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror Each of Parent and ▇▇▇▇▇▇ Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each the Transaction Agreement Documents to which it is or will be a party and, upon at the Effective Time and (subject to the receipt of the Acquiror Stockholder Consents described in Section 6.4, the Parent Shareholder Approval and the Merger Sub Shareholder Approval, to perform its obligations hereunder and thereunder and ) to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, execution and delivery by each of Parent and performance Merger Sub of this Agreement and such the Transaction Agreements Documents to which it is or will be a party at the Effective Time and the consummation by each of Parent and Merger Sub of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board all necessary and proper corporate action on its part, and, except for the Acquiror Stockholder Parent Shareholder Approval and the Merger Sub Shareholder Approval, no other corporate or equivalent proceeding action on the part of Acquiror Parent or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements Documents to which it is or Acquiror’s performance hereunder will be a party at the Effective Time. Each of this Agreement and the Transaction Documents to which it is or thereunder. This Agreement will be a party at the Effective Time has been, or when executed and each such Transaction Agreement to which Acquiror delivered will be partybe, duly and validly executed and delivered by Acquiror and, Parent and (assuming due authorization and execution by each other party hereto and thereto, that this Agreement constitutes, and each or such other applicable Transaction Agreement Documents to which Acquiror each of the Company or SpinCo is or will be partya party at the Effective Time constitutes a legal, valid and binding obligation of each of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of AcquirorParent and Merger Sub (as applicable), enforceable against Acquiror Parent and Merger Sub (as applicable) in accordance with its terms, subject to the Enforceability ExceptionsRemedies Exception. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Parent’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by an a special resolution under the CICA (being the affirmative vote of the holders of at least two-thirds of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); (ii) each of those Transaction Proposals identified in clauses (D), (E), (F) and (I), of Section 7.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of the outstanding Acquiror Common Stock ordinary shares who, being present and entitled to vote thereupon at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (as determined pursuant to the Acquiror Organizational Documentsiii) at a stockholders’ meeting duly called each of those Transaction Proposals identified in clauses (G) and (H), of Section 7.4(e)(ii), in each case, shall require approval by the Acquiror Board number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and held for such purpose. the Governing Documents of Parent. (c) The foregoing votes in this Section 5.02(c) are the only votes of any of AcquirorParent’s share capital stock necessary in connection with entry into this Agreement by Acquiror ▇▇▇▇▇▇ and Merger Sub and the consummation of the Transactions Transactions, including the Closing. (d) At a meeting duly called and the approval held, or by written resolutions of the Transaction ProposalsParent Board signed by all directors of the Parent in lieu of a meeting, the Parent Board has unanimously approved the Transactions as a Business Combination.

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

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

Due Authorization. (a) Acquiror Each of the Monocle Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its all obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebybe performed by it hereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby hereby have been duly and validly authorized and approved by Acquiror Board andthe board of directors, except for the Acquiror Stockholder Approvalboard of managers or managing member, as applicable, of each Monocle Party, and no other corporate action or equivalent proceeding limited liability company action, as applicable on the part of Acquiror any Monocle Party is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder(other than (x) the Monocle Stockholder Approval, (y) the adoption of this Agreement by NewCo in its capacity as the sole stockholder of Merger Sub 1 and Parent in its capacity as the sole member of Merger Sub 2, which adoptions will occur immediately following execution of this Agreement by Merger Sub 1 and Merger Sub 2, respectively, and (z) the adoption of this Agreement by Monocle in its capacity as the sole stockholder of NewCo, which adoption will occur immediately following the execution of this Agreement by NewCo). This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by Acquiror each of the Monocle Parties and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute constitutes a legal, valid and binding obligation of Acquirorthe other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the Monocle Parties, enforceable against Acquiror each of the Monocle Parties in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of the holders of a majority of the outstanding shares of Monocle Common Stock entitled to vote at the Monocle Stockholders’ Meeting, assuming a quorum is present, to approve the Merger Proposals are the only votes of any of Monocle’s capital stock necessary in connection with the entry into this Agreement by the Monocle Parties, and the consummation of the transactions contemplated hereby, including the Closing. (c) At a meeting duly called and held, the Acquiror Board has: board of directors of Monocle has unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to advisable and in the best interests of AcquirorMonocle’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account; (iii) approved the transactions contemplated by this Agreement as of the date hereof. a Business Combination; and (civ) Assuming that a quorum (as determined pursuant resolved to recommend to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the Pre-Closing Monocle Holders approval of the Transaction Proposalstransactions contemplated by this Agreement.

Due Authorization. (a) Acquiror has all requisite corporate or entity power The execution, delivery and authority to execute performance by the Trust and deliver PWPL, and where applicable other Affiliates of the Trust, of this Agreement and each the other Transaction Agreement Agreements to which it is they are a party andparty, upon receipt and the consummation by the Trust and PWPL, and where applicable other Affiliates of the Acquiror Stockholder ApprovalTrust, of the Transaction, are (or will prior to perform its obligations hereunder Closing be) within the trust, partnership and thereunder corporate powers of the Trust, PWPL and such other Affiliates of the Trust, respectively, and have been (or will prior to consummate Closing be) duly authorized, and no other trust, partnership or corporate proceedings on the Transactions part of the Trust and PWPL, and where applicable other Affiliates of the transactions contemplated thereby. The Trust, are necessary to authorize the execution, delivery and performance of this Agreement and such the other Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board andto which they are a party, except for in the Acquiror Stockholder Approvalcase of Transaction Agreements other than this Agreement, no other corporate or equivalent proceeding in respect of those proceedings on the part of Acquiror is necessary Parties other than the Trust and PWPL that will be undertaken prior to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderClosing. This Agreement has been, and each such at Closing the other Transaction Agreement Agreements to which Acquiror they are a party will be partybe, duly and validly executed and delivered by Acquiror 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 Acquiror will be party, they are a party will constitute a legal, valid and binding obligation agreements of Acquirorthe Trust and PWPL, and where applicable other Affiliates of the Trust, enforceable against Acquiror each 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) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror Other than the Company Stockholder Approvals and the consents listed on Section 4.2 of the Company Disclosure Letter, each Murano Party and Group Company has all requisite company or corporate or entity power power, as applicable, and authority to execute and deliver this Agreement and each Transaction Agreement the other documents to which it is or will be a party and, upon receipt of contemplated hereby and (subject to the Acquiror Stockholder Approval, approvals described in Section 4.4) to consummate the transactions contemplated hereby and thereby (including the Reorganization) and to perform all of its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the other documents to which each Murano Party and Group Company is or will be a party contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby (including the Reorganization) have been duly and validly authorized and approved by Acquiror the shareholders, Board andof Directors or similar governing body of such Murano Party and of the Group Company, except for to the Acquiror Stockholder Approvalextent applicable and required under applicable Law, and no other corporate company corporate, or equivalent contractual proceeding other than the Company Stockholder Approvals on the part of Acquiror the Company is necessary to authorize this Agreement and the other documents to which any Murano Party is or such Transaction Agreements or Acquiror’s performance hereunder or thereunderwill be a party contemplated hereby. This Agreement has been, and each on or prior to the Closing and upon execution by a Murano Party, such Transaction Agreement other documents to which Acquiror such Murano Party is or will be partya party contemplated hereby will be, duly and validly executed and delivered by Acquiror andsuch Murano Party and this Agreement subject to obtaining the authorizations listed on Section 4.2 of the Company Disclosure Letter, constitutes, assuming the due authorization authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the other documents to which such Murano Party is or will be a party contemplated hereby will, subject to obtaining the authorizations listed on Section 4.2 of the Company Disclosure Letter, constitute, assuming the due authorization, execution and delivery by each the other party hereto and parties thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Murano Party, enforceable against Acquiror such Murano Party in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, concurso mercantil, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (bi) At a meeting duly called and heldOn or prior to the date of this Agreement, the Acquiror Board has: shareholders of the Company and (iii) determined that prior to the Closing Date, each Group Company shall have duly adopted resolutions authorizing and approving the execution, delivery and performance by the Company and by each of the Group Company of the Reorganization and this Agreement and the other documents to which the Company or the applicable Group Company is or will be a party contemplated hereby and the transactions are fair contemplated hereby and thereby (including the Merger and the Reorganization). No other corporate action is required on the part of the Company, the Group Companies or any of its stockholders to enter into this Agreement or the documents to which the Company or the applicable Group Company is or will be a party contemplated hereby or to approve the Reorganization or Merger other than the Company Stockholder Approvals and the corporate resolutions referred in the best interests of Acquiror’s stockholders, this Section 4.2(b). (iic) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval The representative of each of Murano Party executing this Agreement has the Transaction Proposalsnecessary power and authority to execute this Agreement on its behalf, which powers and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held authorities have not been modified, limited or revoked in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) manner as of the date hereof. (cd) Assuming that ESC (i) is mentally competent and in all respects of sound mind, (ii) is over the age of 18, (iii) is used to managing his financial affairs, (iv) has not had a quorum (as determined conservator or guardian appointed for him pursuant to the Acquiror Organizational Documentsa court order, (v) is presentfamiliar with and fully understands the nature, each purpose and effect of this Agreement and the Transaction Proposals shall require approval by an affirmative vote of the holders of at least transactions contemplated hereby, and (vi) is a majority of the outstanding Acquiror Common Stock entitled Mexican national, with legal capacity to vote thereupon (as determined pursuant execute this Agreement and any other ancillary document to the Acquiror Organizational Documents) at which he is or will be a stockholders’ meeting duly called by the Acquiror Board party, and held for such purposeto perform his obligations hereunder and thereunder. The foregoing votes in this Section 5.02(c) are the only votes execution by ESC of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the ancillary documents to which he is a party, the performance of his obligations hereunder and thereunder and the consummation of the Transactions transactions provided for herein and therein have been validly authorized by all necessary action of ESC. For the approval avoidance of the Transaction Proposalsdoubt, ESC represents that he is not married under applicable Law.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror Stockholder ApprovalMatters by the Acquiror Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Board Party and, except for approval of the Acquiror Stockholder ApprovalMatters by the Acquiror Stockholders, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the transactions contemplated hereby. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party will be party, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party Party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postposed, the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, the consummation of the transactions contemplated hereby, including the Closing, and the approval of the Acquiror Stockholder Matters are as set forth on Schedule 6.02(b). (c) At a meeting duly called and held, the board of directors of Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Acquiror’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the transactions contemplated by this Agreement. (cd) Assuming that a quorum (as determined pursuant to To the Acquiror Organizational Documents) is presentknowledge of Acquiror, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board execution, delivery and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes performance of any of Acquiror’s capital stock necessary in connection with entry into this Transaction Agreement by any party thereto, other than any Acquiror Party or the Company and the consummation any of the Transactions its Affiliates, do not and the approval will not conflict with or result in any violation of the Transaction Proposalsany provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) Acquiror has all requisite corporate or entity power The execution, delivery and authority to execute performance by P▇▇▇▇▇ and deliver Merger Sub of this Agreement and each Transaction Ancillary Agreement to which it Parent or Merger Sub is a party and, upon receipt and the consummation by P▇▇▇▇▇ and Merger Sub of the Acquiror Stockholder Approval, 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 ICL) and no other corporate proceedings on the part of Parent or Merger Sub are necessary to perform its obligations hereunder and thereunder and to consummate authorize the Transactions and the transactions contemplated 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 and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderTransactions. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror Parent or Merger Sub is a party will be partybe, duly and validly executed and delivered by Acquiror P▇▇▇▇▇ and Merger Sub and, assuming due authorization authorization, execution and execution delivery by each other party hereto and thereto, this Agreement constitutesconstitute, and each such Transaction Agreement to which Acquiror or will be partyconstitute, will constitute a legal, valid and binding obligation of AcquirorParent and Merger Sub, enforceable against Acquiror 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) At a meeting duly called The Parent Board and heldthe board of directors of Merger Sub, by written resolutions adopted by unanimous vote and not subsequently rescinded or modified in any way adverse to the Acquiror Board 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 Transactions are fair to advisable and in the best interests of Acquiror’s stockholdersParent and M▇▇▇▇▇ Sub and their respective shareholders, (ii) as applicable. Parent, acting in its capacity as the sole shareholder of Merger Sub, has approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereofadopted this Agreement. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

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

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (b) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of Acquiror and by Holdco 2 as the sole shareholder of Merger Sub and (ii) determined by the Board and, except of Directors of Acquiror to be in the best interests of Acquiror and recommended for approval by the Acquiror Stockholder Approval, no shareholders of Acquiror. No other corporate or equivalent company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 8.2(b) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Common Shares entitled to vote, who attend and vote thereupon (as determined in accordance with 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 Stock Shares entitled to vote thereupon (as determined pursuant to in accordance with the Acquiror Organizational Governing Documents) at a stockholdersshareholders’ meeting duly called by the Board of Directors of Acquiror Board and held for such purpose. . (c) The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s share capital stock necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactions transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the approval Board of Directors of Acquiror has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

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

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction all other instruments and ancillary agreements to this Agreement to which it is a party andand (subject to the approvals described in Section 5.06) (in the case of Acquiror), upon receipt of the Acquiror Stockholder ApprovalApproval and the effectiveness of the Acquiror A&R Charter, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements instruments and ancillary agreements by each of Acquiror and Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror Board all requisite action and, except for the Acquiror Stockholder ApprovalApproval and the effectiveness of the Acquiror A&R Charter, no other corporate or equivalent proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements instruments and ancillary agreements or Acquiror’s or M▇▇▇▇▇ Sub’s performance hereunder or thereunder. This Agreement has been, and each instrument and such Transaction Agreement to which Acquiror ancillary agreement will be partybe, duly and validly executed and delivered by each of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each instrument and such Transaction Agreement to which Acquiror ancillary agreement will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against each of Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of (i) holders of a majority of the votes of Acquiror Common Stock cast at the Special Meeting shall be required to approve each of the Transaction Proposal and Issuance Proposal, (ii) holders of a majority of the outstanding shares of Acquiror Common Stock entitled to vote at the Special Meeting shall be required to approve the Amendment Proposal and (iii) holders of a majority of the Acquiror Common Stock voted at the Special Meeting shall be required to approve the Acquiror Incentive Plan and Acquiror Employee Stock Purchase Plan in accordance with Section 7.15 (the “Incentive Plan Proposals”), in each case, assuming a quorum is present, to approve the Proposals are the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the transactions contemplated hereby, including the Closing (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s Acquiror and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (net of amounts disbursed for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountcommissions) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the stockholders of Acquiror Organizational Documents) is present, approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding matters requiring Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsStockholder approval.

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

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

Due Authorization. (a) Acquiror has Each of PubCo and Merger Sub has, as applicable, all requisite corporate or entity limited liability company power and authority to execute and deliver this Agreement and each Transaction ancillary agreement to this Agreement to which it is a party and, upon receipt of (i) the Acquiror Stockholder affirmative vote of the holder of the PubCo Shares passing the required shareholders’ resolutions (the “PubCo Shareholder Approval”) and (ii) the approval of the members and managers of Merger Sub (the “Merger Sub Member and Manager Approvals”), to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements ancillary agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board the directors of PubCo and the member and board of managers of Merger Sub and, except for the Acquiror Stockholder ApprovalPubCo Shareholder Approval and the Merger Sub Member and Manager Approvals, no other corporate or equivalent limited liability company proceeding on the part of Acquiror PubCo or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements, or AcquirorPubCo’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement ancillary agreement to which Acquiror PubCo or Merger Sub is a party will be partywhen delivered, duly and validly executed and delivered by Acquiror PubCo or Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror ancillary agreement when delivered will be partyconstitute, will constitute a legal, valid and binding obligation of AcquirorPubCo and Merger Sub, enforceable against Acquiror PubCo and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror SPAC 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 a party and, upon receipt of and (subject to the Acquiror Stockholder SPAC Shareholder Approval, ) to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyhereby and thereby (assuming, if such consummation and performance, as applicable, would occur after March 25, 2023, that the SPAC Shareholder Extension Approval has been obtained). The execution, delivery and performance of this Agreement Agreement, the Plan of Merger and such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror the SPAC Board and, except for other than the Acquiror Stockholder SPAC Shareholder Approval, no other corporate or equivalent proceeding on the part of Acquiror SPAC is necessary to authorize this Agreement Agreement, the Plan of Merger or such other Transaction Agreements or AcquirorSPAC’s performance hereunder or thereunderthereunder (except for the SPAC Shareholder Approval, which is a condition to the consummation of the Merger and the SPAC Shareholder Extension Approval). This Agreement has been, and the Plan of Merger and each such other Transaction Agreement to which Acquiror (when executed and delivered by SPAC) has been or will be partybe, duly and validly executed and delivered by Acquiror SPAC and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each of the Plan of Merger and such other Transaction Agreement to which Acquiror will be party, constitutes or will constitute a legal, valid and binding obligation of AcquirorSPAC, enforceable against Acquiror SPAC in accordance with its terms, subject to the Enforceability Exceptions. (b) The only approvals or votes required from the holders of the SPAC’s Equity Securities in connection with the entry into this Agreement by SPAC, the consummation of the Transactions, including the Closing, and the approval of the SPAC Transaction Proposals are as set forth on Section 5.02(b) of the SPAC Disclosure Schedules. (c) At a meeting duly called and held, the Acquiror SPAC Board hashas unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholdersthe SPAC and the SPAC Shareholders, and declared it advisable, for SPAC to enter into this Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party, (ii) approved the Transactions as a Business Combination, (iii) approved this Agreement, the Plan of Merger the other Transaction Agreements to which it is or will be a party and the Transactions, including the Merger, and (iv) resolved to recommend to the stockholders of Acquiror the SPAC Shareholders for approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the SPAC Transaction Proposals shall require approval by an affirmative vote of (the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror “SPAC Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsRecommendation”).

Due Authorization. (a) Acquiror Each Company Party has all the requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, and (subject to the approvals described in Section 4.05 and upon receipt of the Acquiror Stockholder Required BB Member Approval or the Required Myx Member Approval, as applicable) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board the board of directors (or equivalent governing body) of each Company Party and, except for the Acquiror Stockholder Required BB Member Approval or the Required Myx Member Approval, as applicable, no other corporate or equivalent proceeding on the part of Acquiror either Company Party is necessary to authorize this Agreement or such any Transaction Agreements or Acquiroreither Company Party’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror (when executed and delivered by each Company Party) will be partybe, duly and validly executed and delivered by Acquiror such Company Party and, assuming due authorization and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be partyconstitute, will constitute a legal, valid and binding obligation of Acquirorsuch Company Party, enforceable against Acquiror such Company Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror The Company has all requisite corporate or entity company power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party and, upon receipt and (subject to the approvals described in Section 5.05 and the adoption of this Agreement and the approval of the Acquiror Stockholder Transactions by the (i) holders of a majority of the outstanding shares of Company Stock and Company Special Voting Stock, voting together as a single class on an as-converted basis, (ii) holders of a majority of the outstanding shares of Company Preferred Stock and the Company Special Voting Preferred Stock, including a majority of the outstanding shares of the Company Senior Preferred Stock, voting together as a single class on an as-converted basis, (iii) holders of a majority of the Company Special Voting Stock, (iv) holders of a majority of the outstanding shares of Series C Preferred Stock, Series C-1 Preferred Stock and the Special Voting Series C Stock, including a majority of the outstanding shares of the Series C-1 Preferred, (v) holders of a majority of the outstanding shares of Series D Preferred Stock, Series D-1 Preferred Stock and the Special Voting Series D Stock, including a majority of the outstanding shares of the Series D-1 Preferred and (vi) holders of a majority of the outstanding shares of Series E Preferred Stock and the Special Voting Series E Stock (such majorities, the “Company Requisite Approval”)), to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror the Company Board and, except for and upon receipt of the Acquiror Stockholder Company Requisite Approval, no other corporate or equivalent company proceeding on the part of Acquiror the Company is necessary to authorize or adopt this Agreement or such other Transaction Agreements or Acquirorto authorize the Company’s performance hereunder or thereunder. This Agreement has been, and each such other Transaction Agreement to which Acquiror will be partybe, duly and validly executed and delivered by Acquiror the Company and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror or will be partyconstitute, will constitute as applicable, a legal, valid and binding obligation of Acquirorthe Company, enforceable against Acquiror the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the Enforceability Exceptionsonly vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. (b) At a meeting duly called and heldheld or by way of written consent, the Acquiror Company Board hashas unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s the Company and its stockholders, ; (ii) approved the Transactions transactions contemplated by this Agreement; and (iii) resolved to recommend recommended to the stockholders of Acquiror the approval of Company that they adopt this Agreement and approve each of the Transaction Proposals, and matters requiring Company Requisite Approval (iv) determined that the fair market value of the “Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereofBoard Recommendation”). (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror Each Altimar Party has all the requisite corporate or entity other organizational power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror Altimar Stockholder ApprovalMatters by the Altimar Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror the board of directors or equivalent governing body of the applicable Altimar Party, and Altimar and the Altimar Parties have, by their respective execution and delivery hereof, delivered the Altimar Board andRecommendation and the Altimar Subsidiary Approvals, respectively, and except for approval of the Acquiror Altimar Stockholder ApprovalMatters by the Altimar Stockholders, no other corporate or equivalent proceeding on the part of Acquiror any Altimar Party is necessary to authorize this Agreement or such Transaction Agreements or AcquirorAltimar’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party(when executed and delivered) be, duly and validly executed and delivered by Acquiror each Altimar Party that is party thereto and, assuming due authorization and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiroreach Altimar Party, enforceable against Acquiror such Altimar Party in accordance with its terms, subject to the Enforceability Exceptions. The Required Altimar Stockholder Approvals are the only approvals of the holders of any class or series of equity of Altimar required to approve and adopt this Agreement and approve the Transactions contemplated hereby. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of Altimar’s capital stock necessary in connection with the entry into this Agreement by Altimar, the consummation of the transactions contemplated hereby, including the Closing and the approval of the Altimar Stockholder Matters are as set forth on Schedule 6.02(b) of the Altimar Schedules. Each Altimar 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 Altimar is applicable to any of the Transactions. (c) At a meeting duly called and held, the Acquiror Board hasboard of directors of Altimar has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of AcquirorAltimar’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company Fathom and its Subsidiaries, taken as a whole, is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred Table of Contents underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. Execution Date; (ciii) Assuming that a quorum (as determined pursuant to approved the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval transactions contemplated by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror as a Business Combination; and (iv) made the consummation of the Transactions and the approval of the Transaction ProposalsAltimar Board Recommendation.

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

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

Due Authorization. (a) Acquiror DSAQ has all the 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 Acquiror Required DSAQ Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions Transactions. Subject to obtaining the Required DSAQ Stockholder Approval at the Special Meeting and the transactions contemplated thereby. The executionapproval of the DSAQ Warrant Amendment Proposal at the DSAQ Warrantholder Meeting, the execution and 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 Transactions, and the transactions contemplated thereby DSAQ Warrant Amendment have been duly and validly (or, 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 Acquiror Board and, except for the Acquiror Stockholder Approval, no other all necessary corporate or equivalent proceeding action on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderDSAQ. This Agreement has been, and each such other Transaction Agreement Document to which Acquiror DSAQ is or will be partya party upon execution thereof, duly and validly executed and delivered by Acquiror 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 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 Acquiror DSAQ is or will be partya party are or will be upon execution thereof, will constitute a legalas applicable, valid duly authorized, executed and binding obligation of Acquirordelivered by the other Persons party hereto or thereto, as applicable), enforceable against Acquiror DSAQ in accordance with its their terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror Each of 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 Transaction Agreement to which it is a party its Related Agreements and, upon subject to receipt of the Acquiror Parent Stockholder ApprovalApprovals and to the adoption of this Agreement by Parent as the sole equityholder of Merger Sub, to perform its obligations hereunder and thereunder and to consummate the Transactions and 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 Transactions 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 contemplated thereby have been duly Transactions (including the Mergers and validly authorized and approved the Share Issuances) by Acquiror Board 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, except for together with the Acquiror 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 or equivalent proceeding proceedings on the part of Acquiror is Parent or Merger Sub are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or such Transaction Parent’s Related Agreements or Acquiror’s performance hereunder to consummate the transactions contemplated hereby or thereunderthereby (except for the filing of the Certificate of Merger pursuant to the DLLCA). This Agreement Each of Parent and Merger Sub has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization 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 Acquiror 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 partyconstitute, will constitute a legal, valid and binding obligation obligations of AcquirorParent and Merger Sub (as applicable), enforceable against Acquiror 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) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction ancillary agreement to this Agreement to which it is a party andand (subject to the approvals described in Section 5.05), upon receipt of the Acquiror Stockholder Requisite Approval, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements ancillary agreements by each of Acquiror and Merger Sub and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by the Acquiror Board andand the Merger Sub Board, except for and upon receipt of the Acquiror Stockholder Requisite Approval, no other corporate or equivalent proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements or Acquiror’s or Merger Sub’s performance hereunder or thereunder. Acquiror, as the sole stockholder of Merger Sub, substantially concurrently with the execution and delivery of this Agreement (but deemed to occur a moment thereafter), has adopted this Agreement and approved the Transactions. This Agreement has been, and each such Transaction Agreement to which Acquiror ancillary agreement will be partybe, duly and validly executed and delivered by each of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror or will be partyconstitute, will constitute as applicable, a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against each of Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an The affirmative vote of the holders of at least a majority of the outstanding shares of Acquiror Common Stock entitled having voting power present in person or represented by proxy at the Special Meeting shall be required to vote thereupon approve the Transaction Proposal (as determined pursuant to such approval of the Acquiror Organizational Documents) at Stockholders, the “Acquiror Requisite Approval”), assuming a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are quorum is present, is the only votes vote of any of Acquiror’s capital stock necessary required in connection with the entry into this Agreement by Acquiror and the consummation of the Transactions, including the Closing (the approval by Acquiror Stockholders of the foregoing, together with the Acquiror Requisite Approval, the “Acquiror Stockholder Approval”). (i) At a meeting duly called and held on or prior to the date hereof, the Acquiror Board unanimously: (A) determined that this Agreement and the Transactions are fair to, advisable and in the best interests of Acquiror and the Acquiror Stockholders; (B) approved the Transactions and (C) recommended to the Acquiror Stockholders the approval of each of the Transaction Proposals. (ii) At a meeting duly called and held or by unanimous written consent on or prior to the date hereof, the Merger Sub Board unanimously: (A) determined that this Agreement and the Transactions are fair to, advisable and in the best interests of Merger Sub and Acquiror (as sole stockholder of Merger Sub); (B) approved this Agreement and (C) recommended to Acquiror (as the sole stockholder of Merger Sub) the adoption by Acquiror of this Agreement and approval of the Transactions. (d) The approval of Acquiror, as the sole stockholder of Merger Sub, is the only vote of holders of any class or series of capital stock of Merger Sub required in connection with the adoption of this Agreement and the consummation of the Transactions, including the Closing.

Due Authorization. (a) Acquiror KME, as at the date hereof, has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction ancillary agreement to this Agreement to which it is a party and, upon receipt of as at the Acquiror Stockholder ApprovalClosing Date, will have (subject to the approvals described in Section 5.06) all requisite corporate power and authority to execute, deliver and perform its obligations hereunder this Agreement and thereunder each ancillary agreement to this Agreement to which it is a party and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Agreements ancillary agreements and the consummation of the Transactions and will, as at the transactions contemplated thereby Closing Date, have been duly and validly authorized by all necessary corporate approvals of KME, and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror KME is necessary to authorize this Agreement or such Transaction Agreements ancillary agreements, or AcquirorKME’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement ancillary agreement to which Acquiror KME is a party will be partywhen delivered, duly and validly executed and delivered by Acquiror KME and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, ancillary agreement when delivered will constitute a legal, valid and binding obligation of AcquirorKME, enforceable against Acquiror KME in accordance with its terms, subject to the Enforceability Exceptions. (b) At The board of directors of KME, at a meeting duly called and heldheld on or prior to the date of this Agreement, duly adopted resolutions by which the Acquiror Board hasboard of directors of KME: (i) determined that approved and declared advisable this Agreement and the transactions are fair to Aerospace Business Transfer; and in the best interests of Acquiror’s stockholders, (ii) authorized and approved the Transactions (iii) resolved to recommend execution, delivery and performance of this Agreement and the Aerospace Business Transfer on the terms and subject to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereofconditions set forth herein. (c) Assuming that a quorum (The board of directors, the supervisory board and/or the shareholders, as determined pursuant applicable, of KME Germany, KME Mansfeld and KME America, at meetings duly called and held on or prior to the Acquiror Organizational DocumentsExchange Date, duly adopted board resolutions and/or shareholder resolutions, as applicable, by which each: (i) is presentapproved and declared advisable the Aerospace Business Transfer; and (ii) authorized and approved the execution, each delivery and performance of the Transaction Proposals shall require approval by an affirmative vote of Aerospace Business Transfer on the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant terms and subject to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposalsconditions set forth herein.

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and, upon receipt of the Acquiror Stockholder Approvalparty, to perform its obligations hereunder and thereunder and, assuming the accuracy of the Interested Stockholder Rep, and subject only to obtaining the Acquiror Stockholder Approval and the Merger Sub Stockholder Approval, to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Board Party and, except for the Acquiror Stockholder Approval and the Merger Sub Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. Promptly following the execution and delivery of this Agreement, the Acquiror will execute and deliver written consents duly adopting this Agreement in its capacity as the sole stockholder of First Merger Sub and sole member of Second Merger Sub (collectively, the “Merger Sub Stockholder Approval”), following which Acquiror will have provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the Transactions. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party is or will be partya party has been or will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and 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 partya party constitutes or will constitute, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each 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 postposed from time to time in accordance with this Agreement, the only votes of the holders of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, the consummation by Acquiror of the Transactions, including the Closing, and the approval of the Acquiror Stockholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror Board has: has unanimously (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. , (cii) Assuming determined that a quorum it is in the best interests of Acquiror and the Acquiror Stockholders, and declared it advisable, to enter into this Agreement providing for the Mergers, (as determined pursuant iii) approved this Agreement and the Transactions, including the Mergers, on the terms and subject to the Acquiror Organizational Documentsconditions of this Agreement, and (iv) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by made the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsRecommendation.

Due Authorization. (a) Acquiror Each of the SPAC and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each the Transaction Agreement Documents to which it is or will be a party and, upon at the Effective Time and (subject to the receipt of the Acquiror Stockholder Consents described in Section 4.4, the SPAC Shareholder Approval, to perform its obligations hereunder and thereunder and ) to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, execution and delivery by each of the SPAC 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 the SPAC and Merger Sub of the Transactions (other than the authorization, filing and registration of the Plan of Merger, the change of name of the SPAC, the change of directors of SPAC in accordance with Section 2.5(a) and the transactions contemplated thereby A&R Memorandum and Articles of Association) have been duly and validly authorized and approved by Acquiror Board all necessary and proper corporate action on its part, and, except for the Acquiror Stockholder SPAC Shareholder Approval, the authorization, filing and registration of the Plan of Merger, the change of name of the SPAC, the change of directors of SPAC in accordance with Section 2.5(a) and the A&R Memorandum and Articles of Association), no other corporate or equivalent proceeding action on the part of Acquiror the SPAC or Merger Sub is necessary to authorize this Agreement or such the Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement Documents to which Acquiror it is or will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other a party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to at the Enforceability Exceptions. (b) At a meeting duly called and heldEffective Time. Additionally, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) SPAC has determined that the fair market value of the Company is equal to at least 80% of the amount held balance in the Trust Account (excluding any not including deferred underwriting commissions discounts and taxes payable on interest earned on commissions. Each of this Agreement and the Trust Account) as Transaction Documents to which it is or will be a party at the Effective Time has been, or when executed and delivered will be, duly and validly executed and delivered by the SPAC and (assuming that this Agreement or such other applicable Transaction Documents to which the Company is or will be a party at the Effective Time constitutes a legal, valid and binding obligation of the date hereofCompany) constitutes or will constitute a legal, valid and binding obligation of the SPAC and Merger Sub (as applicable), enforceable against the SPAC and Merger Sub (as applicable) in accordance with its terms, subject to the Remedies Exception. (cb) Assuming that a quorum (as determined pursuant to the Acquiror Organizational SPAC’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (I) of Section 5.4(e)(ii) shall require approval by an a special resolution under the Cayman Companies Act (being the affirmative vote of the holders of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at the SPAC Shareholders Meeting); (ii) each of those Transaction Proposals identified in clauses (C), (D), and (E), of Section 5.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of the outstanding Acquiror Common Stock such members as, being entitled to do so, vote thereupon in person or by proxy at the SPAC Shareholders Meeting); and (as determined pursuant to the Acquiror Organizational Documentsiii) at a stockholders’ meeting duly called each of those Transaction Proposals identified in clauses (F), (G) and (H), of Section 5.4(e)(ii), in each case, shall require approval by the Acquiror Board number of holders of the SPAC Ordinary Shares required to approve such Transaction Proposals under applicable Law and held for such purpose. the Governing Documents of the SPAC. (c) The foregoing votes in this Section 5.02(c) are the only votes of any of Acquirorthe SPAC’s share capital stock necessary in connection with entry into this Agreement by Acquiror the SPAC and Merger Sub and the consummation of the Transactions Transactions, including the Closing. (d) At a meeting duly called and the approval held, or by written resolutions of the Transaction ProposalsSPAC Board signed by all directors of the SPAC in lieu of a meeting, the SPAC Board has unanimously approved the Transactions as a Business Combination.

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

Due Authorization. (a) Each of the Acquiror Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the Acquiror Stockholder ApprovalMatters by the Acquiror Stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors of the applicable Acquiror Board Party and, except for approval of the Acquiror Stockholder ApprovalMatters by the Acquiror Stockholders, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or Acquirorany Acquiror Party’s performance hereunder or thereunder. Acquiror has executed and delivered to Merger Sub a consent, in its capacity as the sole stockholder of Merger Sub, approving and adopting this Agreement in accordance with the DGCL, which consent shall be effective immediately following the Parties’ execution of this Agreement. This Agreement has been, and each such Transaction Agreement to which such Acquiror Party will be partyparty will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which such Acquiror Party will be party, will constitute a legal, valid and binding obligation of Acquirorsuch Acquiror Party, enforceable against each Acquiror Party in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming a quorum is present at the Special Meeting, as adjourned or postponed, the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, the consummation of the Transactions, including the Closing, and the approval of the Acquiror Stockholder Matters are as set forth on Schedule 6.02(b). (c) At a meeting duly called and held, the board of directors of Acquiror Board hashas unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least eighty percent (80% %) of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactions. (cd) Assuming that a quorum (as determined pursuant to To the Acquiror Organizational Documents) is presentknowledge of Acquiror, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board execution, delivery and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes performance of any of Acquiror’s capital stock necessary in connection with entry into this Transaction Agreement by any party hereto, other than any Acquiror Party or the Company and the consummation any of the Transactions its Affiliates, do not and the approval will not conflict with or result in any violation of the Transaction Proposalsany provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

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

Due Authorization. (a) Acquiror Boulevard has all requisite corporate or entity power and authority to execute execute, deliver and deliver perform this Agreement and each Transaction Agreement (subject to which it is a party and, upon the approvals described in Section 7.5 and receipt of the Acquiror Boulevard Stockholder Approval, to perform its obligations hereunder and thereunder and ) to consummate the Transactions and the transactions contemplated therebyhereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby hereby have been duly and validly authorized and approved by Acquiror the Boulevard Board and, and except for the Acquiror Boulevard Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror Boulevard is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s Boulevard's performance hereunder or thereunderhereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, been duly and validly executed and delivered by Acquiror and, Boulevard and assuming due authorization and execution by each other party hereto the Company, Newco, and theretoMerger Sub, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute constitutes a legal, valid and binding obligation of AcquirorBoulevard, enforceable against Acquiror Boulevard in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of holders of a majority of the outstanding shares of Boulevard Common Stock entitled to vote at the Boulevard Stockholders' Meeting, assuming a quorum is present, to approve the adoption of this Agreement is the only vote of any of Boulevard's capital stock necessary in connection with the entry into this Agreement by Boulevard and the consummation of the transactions contemplated hereby, including the Closing (the "Boulevard Stockholder Approval"). (c) At a meeting duly called and held, the Acquiror Boulevard Board has: has unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Acquiror’s Boulevard's stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company and its Subsidiaries is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions Deferred Underwriting Commissions and taxes payable on interest the income earned on the Trust Account) as of the date hereof. , (ciii) Assuming that a quorum (as determined pursuant to approved the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval transactions contemplated by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.as a Business Combination

Due Authorization. (a) Acquiror Each of 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 the Acquiror Stockholder Approvalapprovals, authorizations and other requirements described in Section 5.03 or Section 5.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement Agreement, the Plan of Merger, the Articles of Merger and such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board andthe board of directors of ListCo, except for the Acquiror Stockholder Approvalsole shareholder of Merger Sub, the board of directors of Merger Sub and no other corporate or equivalent proceeding on the part of Acquiror ListCo or Merger Sub is necessary to authorize this Agreement Agreement, the Plan of Merger, the Articles of Merger or such other Transaction Agreements or AcquirorListCo’s or Merger Sub’s performance hereunder or thereunderthereunder (except that the ListCo Shareholder Approval is a condition to the consummation of the Merger). This Agreement has been, and each of the Plan of Merger, the Articles of Merger and such other Transaction Agreement to which Acquiror has been or will be party, (when executed and delivered by ListCo and Merger Sub) duly and validly executed and delivered by Acquiror ListCo and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each of the Plan of Merger , the Articles of Merger and such other Transaction Agreement to which Acquiror will be party, constitutes or will constitute a legal, valid and binding obligation of AcquirorListCo and Merger Sub, enforceable against Acquiror ListCo and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board hasboard of directors of ListCo has unanimously: (i) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Merger and the Amendment, (ii) determined that this Agreement and the transactions Transactions, including the Merger and the Amendment are fair to and in the best interests interest of Acquiror’s stockholdersListCo and the ListCo Shareholders, (ii) approved the Transactions and (iii) resolved to recommend to its shareholders that they approve the stockholders of Acquiror Agreement and the approval of each of other Transaction Agreements and the Transaction ProposalsTransactions, including the Merger and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereofAmendment. (c) Assuming that At a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by and held, the Acquiror Board board of directors of Merger Sub has unanimously: (i) approved and held for such purpose. The foregoing votes declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Merger, (ii) determined that this Agreement and the Transactions, including the Merger, are in this Section 5.02(cthe best interest of Merger Sub and its sole shareholder, and (iii) are resolved to recommend the only votes adoption of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror the sole shareholder of Merger Sub. (d) The board of directors of the ListCo, the sole shareholder of Merger Sub has approved this Agreement and the consummation of the Transactions other Transaction Agreements and the approval of Transactions, including the Transaction ProposalsMerger and the Amendment, subject to the ListCo Shareholder Approval.

Due Authorization. (a) Each of the Acquiror has and the Merger Subs have all requisite corporate or entity power and authority to execute enter into and deliver perform its obligations under this Agreement and each Transaction Agreement the Ancillary Agreements to which it is a party andparty. (b) The execution, upon receipt delivery and performance by ▇▇▇▇▇▇▇▇ and the Merger Subs of this Agreement, and each Ancillary Agreement to which Acquiror or the Merger Subs are a party, and the consummation by Acquiror and the Merger Subs of the Transactions have been duly authorized by all requisite corporate action on the part of Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The Merger Subs and no other corporate proceedings on the part of Acquiror or the Merger Subs are necessary to authorize the execution, delivery and performance of this Agreement and such Transaction Agreement, any Ancillary Agreements to which Acquiror or the Merger Subs are a party or to consummate the Merger and the consummation of the Transactions and the other transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board and, except for the Acquiror Stockholder Approval, no other corporate hereby or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderthereby. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror or the Merger Subs are a party will be partybe, duly and validly executed and delivered by Acquiror and the Merger Subs and, assuming due authorization authorization, execution and execution delivery by each the other party parties hereto and thereto, this Agreement constitutesconstitute, and each such Transaction Agreement to which Acquiror or will be partyconstitute, will constitute a legal, the valid and binding obligation of AcquirorAcquiror and the Merger Subs, enforceable against Acquiror and the Merger Subs in accordance with its their respective terms, subject to the Enforceability Exceptions. (b) At a meeting duly called effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or similar Laws relating to or affecting creditors’ rights generally and heldsubject, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair as to and in the best interests of Acquiror’s stockholdersenforceability, (ii) approved the Transactions (iii) resolved to recommend to the stockholders effect of Acquiror the approval general principles of each equity (regardless of the Transaction Proposals, and (iv) determined that the fair market value of the Company whether such enforceability is equal to considered in a proceeding in equity or at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereofLaw). (c) Assuming that a quorum The boards of directors of Acquiror and the Merger Subs have unanimously (as determined pursuant to a) approved and declared the Acquiror Organizational Documents) is present, each advisability of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the Ancillary Agreements and the consummation of the Transactions and (b) determined that the approval consummation of the Transaction ProposalsTransactions are in the best interests of Acquiror and the Merger Subs and the stockholders of Acquiror and the Merger Subs.

Due Authorization. (a) Acquiror has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (ii) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby, and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board of directors of Acquiror Board and, except for and (B) determined by the board of directors of Acquiror as advisable to Acquiror and the Acquiror Stockholder Approval, no Stockholders and recommended for approval by the Acquiror Stockholders. No other corporate or equivalent company proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby other than the Acquiror Stockholder Approval. This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andAcquiror, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 10.2(a)(i), shall require approval by an affirmative vote of the holders of at least a majority 66 2/3% of the outstanding Acquiror Common Stock entitled to vote thereupon voting stock of Acquiror, which is not owned by the interested stockholder (as determined pursuant to the Acquiror Organizational defined in Acquiror’s Governing Documents) at a stockholders’ an annual or special meeting of stockholders duly called by the Acquiror Board and held for such purpose. board of directors of Acquiror. (c) The foregoing votes in this Section 5.02(c(which include the Acquiror Stockholder Approval) are the only votes of any of Acquiror’s capital stock Acquiror Common Stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the approval board of directors of Acquiror has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to this Agreement to which it is a party andand (subject to the approvals described in Section 6.06), upon receipt of the Acquiror Stockholder ApprovalShareholder Approval and effectiveness of the PubCo Charter, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyTransactions. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements by Acquiror and the consummation of the Transactions and the transactions contemplated thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board all requisite action and, except for the Acquiror Stockholder Shareholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Ancillary Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror will be partybe, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Ancillary Agreement to which Acquiror will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At The approval by a meeting duly called special resolution in accordance with the Governing Documents of Acquiror requiring the affirmative vote of a majority of at least two thirds of the votes cast at the quorate Extraordinary General Meeting, in person or represented by proxy and heldentitled to vote thereon, is required to approve the Amendment Proposal (the “Special Resolution”). The approval by an ordinary resolution in accordance with the Governing Documents of Acquiror Board hasrequiring the affirmative vote of a majority of the votes cast at the Extraordinary General Meeting, in person or represented by proxy and entitled to vote thereon, is required to approve: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholdersTransaction Proposal, (ii) approved the Transactions Share Issuance Proposal, and (iii) resolved to recommend to the stockholders of Acquiror Incentive Plan Proposal, in each case, assuming a quorum is present (the approval by Acquiror Shareholders of each all of the Transaction Proposalsforegoing, and (iv) determined that together with the fair market value of Special Resolution, collectively, the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the “Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purposeShareholder Approval”). The foregoing votes in this Section 5.02(c) Acquiror Shareholder Approval are the only votes of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror Acquiror, and the consummation of the Transactions (including the Closing). (c) The Acquiror Board has duly adopted resolutions: (i) determined that this Agreement and the Transactions are fair to, advisable and in the best interests of Acquiror and its shareholders; (ii) approved the Transactions as a Business Combination; (iii) approved this Agreement and the Transactions, the execution and delivery by Acquiror of this Agreement and Acquiror’s performance of its obligations under this Agreement and consummation of the Transactions and (v) resolved to recommend to the shareholders of Acquiror approval of each of the Transaction Proposalsmatters requiring Acquiror Shareholder Approval.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement the Acquiror Transaction Agreements and each Transaction Agreement to which it is a party and(in the case of Acquiror), upon receipt the effectiveness of the Acquiror Stockholder ApprovalPost-Initial Business Combination Charter, to perform its obligations hereunder and thereunder and to consummate the Transactions and (subject to the transactions contemplated therebyapprovals described in Section 5.03 or Section 5.04). The execution, delivery and performance of this Agreement and such the Acquiror Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors of Merger Sub and the Acquiror Board andand (in the case of Acquiror), except for the Acquiror Stockholder ApprovalStockholders approval in connection with the Initial Business Combination and the effectiveness of the Post-Initial Business Combination Charter, no other corporate or equivalent proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such the Acquiror Transaction Agreements or Merger Sub or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such other Acquiror Transaction Agreement to which Acquiror will be partybe, duly and validly executed and delivered by Merger Sub and Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such other Acquiror Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Merger Sub and Acquiror, enforceable against Merger Sub and Acquiror in accordance with its terms, subject to the Enforceability ExceptionsBankruptcy and Equity Exception. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that has unanimously approved this Agreement and the transactions Transactions and determined that they are fair to to, advisable and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsStockholders.

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

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each Transaction Agreement to which it is a party andthe documents contemplated hereby, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (ii) consummate the Transactions and the transactions contemplated therebyhereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the documents contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of Acquiror and by Acquiror as the sole shareholder, as applicable, of Merger Sub and (ii) determined by the Board and, except for of Directors of Acquiror as advisable to Acquiror and the Acquiror Stockholder Approval, no Shareholders and recommended for approval by the Acquiror Shareholders. No other corporate or equivalent company proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the documents contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to which Acquiror the Closing, the other documents contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, : (i) each of the those Transaction Proposals identified in clauses (A), (B) and (C) of Section 8.2(b) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Common Shares entitled to vote, who attend and vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose; (ii) each of those Transaction Proposals identified in clauses (D), (E), (F), (G), (H), (I), and (J) of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock Shares entitled to vote thereupon (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholdersshareholders’ meeting duly called by the Board of Directors of Acquiror Board and held for such purpose. ; (c) The foregoing votes in this Section 5.02(c) are the only votes of any holder(s) of Acquiror’s share capital stock necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the Transactions transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the approval Board of Directors of Acquiror has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror Each Parent Entity has all requisite corporate or entity power and authority to execute (a) execute, deliver and deliver perform under this Agreement and each Transaction Agreement the Ancillary Agreements to which it is or will be a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder contemplated hereby and thereunder and to (b) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder, subject to obtaining the transactions contemplated therebyParent Stockholder Approval. The execution, delivery and performance of this Agreement and such Transaction the Ancillary Agreements to which it is or will be a party contemplated hereby and the consummation of the Transactions and the transactions contemplated thereby have been (i) duly and validly authorized and approved by Acquiror Board and, except the board of directors or equivalent governing body of each Parent Entity and (ii) determined by the board of directors of Parent as advisable to Parent and the Parent Stockholders and recommended for approval by the Acquiror Stockholder Approval, no Parent Stockholders. No other corporate company or equivalent proceeding on the part of Acquiror any Parent Entity is or will be necessary to authorize this Agreement and the Ancillary Agreements to which any Parent Entity is or such Transaction Agreements or Acquiror’s performance hereunder or thereunderwill be a party contemplated hereby (other than the Parent Stockholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to the Closing, the Ancillary Agreements to which Acquiror it is or will be partya party contemplated hereby will be, duly and validly executed and delivered by Acquiror andeach applicable Parent Entity, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement at or prior to the Closing, the Ancillary Agreements to which Acquiror any Parent Entity is or will be partya party contemplated hereby will constitute, will constitute a legal, valid and binding obligation of Acquiroreach such Parent Entity, enforceable against Acquiror each such Parent Entity in accordance with its terms, subject to the Enforceability Exceptions. (b) Assuming that a quorum (as determined pursuant to the Parent Governing Documents) is present: (i) each of the Transaction Proposals set forth in clauses (A)-(C) of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Parent Class A Ordinary Shares entitled to vote, who attend and vote thereupon (as determined in accordance with the Parent Governing Documents) at a Parent Stockholders’ Meeting duly called by the board of directors of Parent and held for such purpose; and (ii) each of the Transaction Proposals set forth in clauses (D)-(G) 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 Parent Class A Ordinary Shares entitled to vote, who attend and vote thereupon (as determined in accordance with the Parent Governing Documents) at a Parent Stockholders’ Meeting duly called by the board of directors of Parent and held for such purpose. (c) The foregoing vote is the only votes of any of Parent’s share capital necessary in connection with entry into this Agreement by Parent and the consummation of the Transactions, including the Domestication and the Closing. (d) At a meeting duly called and held, the Acquiror Board hasboard of directors of Parent has unanimously: (i) determined that this Agreement and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholdersthe Parent Stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount assets held in the Trust Account (excluding less any deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. , (ciii) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of approved the Transactions as a Business Combination and the (iv) resolved to recommend to Parent Stockholders approval of each of the Transaction Proposals. (e) The board of directors of First Merger Sub has approved and declared advisable, this Agreement and the Transactions, and Parent, in its capacity as the sole stockholder of First Merger Sub shall approve and adopt this Agreement by written consent immediately following its execution. Parent, in its capacity as the sole member of Second Merger Sub, has approved and adopted this Agreement and the Transactions by written consent.

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

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

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

Due Authorization. (a) Acquiror has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance by the Acies Parties of this Agreement and such the Transaction Agreements Documents to which they are parties and the consummation by the Acies Parties of the Transactions and are within the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board Acies Parties’ corporate powers and, except for the Acquiror Stockholder ApprovalAcies Shareholder Approval and the approvals described in ‎‎Section 5.05, no other have been duly authorized by all necessary corporate or equivalent proceeding action on the part of Acquiror the Acies Parties. The affirmative vote of the holders of at least two-thirds of the votes cast at a general meeting of Acies (or such lesser standard as may be applicable to a specific Proposal), in person or represented by proxy and entitled to vote thereon, is the only vote of the holders of Acies’ capital stock necessary to authorize adopt and approve this Agreement and to consummate the Transactions (the “Acies Shareholder Approval”). The Sponsor holds sufficient Acies Class B Ordinary Shares and has the necessary authority to waive application of the Acies Anti-Dilution Provisions in the manner and on the terms contemplated by the Sponsor Agreement (and without the need for the consent or such Transaction Agreements waiver of any other Person to be solicited or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptionsobtained). (b) At a meeting duly called and held, the Acquiror Acies Board has: (i) determined that this Agreement Agreement, the other Transaction Documents to which the Acies Parties are parties and the transactions Transactions are fair to and in the best interests of Acquiror’s stockholders, Acies’ shareholders; (ii) approved approved, adopted and declared advisable this Agreement, the Transactions other Transaction Documents to which the Acies Parties are parties and the Transactions; (iii) resolved to recommend to approval and adoption of this Agreement by its shareholders (such recommendation, the stockholders of Acquiror the approval of each of the Transaction Proposals, and “Acies Board Recommendation”); (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on earned); and (v) approved the Trust Account) Transactions as of the date hereofa Business Combination. (c) Assuming Each of the directors of First Merger Sub and the managers of Second Merger Sub (i) determined that this Agreement, the other Transaction Documents to which the Acies Parties are parties and the Transactions are fair to and in the best interests of the sole stockholder or sole member, as applicable; and (ii) approved, adopted and declared advisable this Agreement, the other Transaction Documents to which the Acies Parties are parties and the Transactions, subject to Acies obtaining the Acies Shareholder Approval. (d) This Agreement and the other Transaction Documents to which the Acies Parties are parties have been duly authorized, and have been or will be, duly and validly executed and delivered by the Acies Parties, as applicable, and, assuming due authorization and execution by each other party hereto and thereto, constitute, or will constitute, as applicable, a quorum (as determined pursuant legal, valid and binding obligation of the Acies Parties, enforceable against them in accordance with its terms, subject to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsEnforceability Exceptions.

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

Due Authorization. (a) Acquiror Each of the SPAC Parties has all requisite corporate or entity power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party and, upon receipt of the Acquiror Required SPAC Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebyby the other Transaction Agreements. The execution, delivery and performance of this Agreement and such the other Transaction Agreements to which any of the SPAC Parties are a party and the consummation of the Transactions and the transactions contemplated thereby by the other Transaction Agreements have been duly and validly authorized and approved by Acquiror Board the board of directors of the applicable SPAC Party and, except for the Acquiror Required SPAC Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror any SPAC Party is necessary to authorize this Agreement or such any of the other Transaction Agreements to which any of the SPAC Parties are a party or Acquirorany SPAC Party’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror any SPAC Party is a party (when executed and delivered by the SPAC Parties) will be partybe, duly and validly executed and delivered by Acquiror such SPAC Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such of the other Transaction Agreement Agreements to which Acquiror will be any of the SPAC Parties is a party, will constitute a legal, valid and binding obligation of Acquiror, the SPAC Parties enforceable against Acquiror each SPAC Party in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting . The SPAC Board has duly called and held, the Acquiror Board has: (i) determined that this Agreement the Mergers and the transactions other Transactions (including the SPAC Stockholder Matters) are fair to and in the best interests of Acquiror’s stockholdersSPAC and the stockholders of SPAC, and declared it advisable that SPAC enter into this Agreement, (ii) approved this Agreement and the Transactions (iii) resolved to recommend including the SPAC Stockholder Matters), on the terms and subject to the stockholders conditions of Acquiror the approval of each of the Transaction Proposalsthis Agreement, and (iviii) determined that adopted a resolution recommending to its stockholders the fair market value SPAC Stockholder Matters. The only vote of the Company holders of any class or series of capital stock of SPAC necessary to approve the Transactions is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror shares of SPAC Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purposeStock. The foregoing votes board of directors of DTRT Merger Sub has duly (A) determined that the First Merger and the other Transactions are in this Section 5.02(c) are the only votes best interests of any of Acquiror’s capital stock necessary in connection with entry DTRT Merger Sub and New Pubco, as its sole stockholder, and declared it advisable that DTRT Merger Sub enter into this Agreement, (B) approved this Agreement by Acquiror and the consummation Transactions, on the terms and conditions of this Agreement, and (C) adopted a resolution recommending the Transactions First Merger and the approval Conversion be adopted by New Pubco, as its sole stockholder. The board of directors of New Pubco has duly (A) determined that the Transaction ProposalsMergers and the other Transactions are in the best interests of New Pubco and SPAC, as its sole stockholder, and declared it advisable that New Pubco to enter into this Agreement, (B) approved this Agreement and the Transactions, on the terms and conditions of this Agreement, and (C) adopted a resolution recommending the Mergers, and the Conversion be adopted by SPAC, as its sole stockholder.

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

Due Authorization. (a) Acquiror LIVB has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder LIVB Shareholder Approval, to perform its all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board the board of directors or equivalent governing body of LIVB and, except for the Acquiror Stockholder LIVB Shareholder Approval, no other corporate or equivalent proceeding on the part of Acquiror LIVB is necessary to authorize this Agreement or such Transaction Agreements or AcquirorLIVB’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror LIVB will be partyparty will be, duly and validly executed and delivered by Acquiror LIVB and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror LIVB will be party, will constitute a legal, valid and binding obligation of AcquirorLIVB, enforceable against Acquiror LIVB in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror LIVB Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of AcquirorLIVB’s stockholdersshareholders, (ii) approved the Transactions Transactions, including the Business Combination, (iii) resolved to recommend to the stockholders of Acquiror the LIVB’s shareholders’ approval of each of the Transaction ProposalsLIVB 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 (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror LIVB Organizational Documents) is present, each of present (i) the Transaction Proposals Business Combination Proposal shall require approval approval, as an ordinary resolution, by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock LIVB Ordinary Shares who are present in person or by proxy and, being entitled to do so, vote thereupon (as determined pursuant to the Acquiror LIVB Organizational Documents) at a stockholdersshareholders’ meeting duly called by the Acquiror LIVB Board and held for such purpose and (ii) the Merger shall require approval, as a 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 (as determined pursuant to the LIVB Organizational Documents) at a shareholders’ meeting duly called by the LIVB Board and held for such purpose. . (d) The foregoing votes in this Section 5.02(c) are the only votes of any of AcquirorLIVB’s capital stock shares necessary in connection with entry into this Agreement by Acquiror LIVB and the consummation of the Transactions and the approval of the Transaction ProposalsTransactions.

Due Authorization. (a) Acquiror Each of SPAC, SPAC Newco and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction ancillary agreement to this Agreement to which it is a party and, in the case of SPAC, upon receipt of the Acquiror SPAC Stockholder Approval, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction the Ancillary Agreements to which they are a party by each of SPAC, SPAC Newco and Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by Acquiror Board andall requisite action, except for for, in the Acquiror case of SPAC, SPAC Stockholder Approval, and no other corporate or equivalent proceeding on the part of Acquiror SPAC or Merger Sub is necessary to authorize this Agreement or such Transaction the Ancillary Agreements or AcquirorSPAC’s, SPAC Newco’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror has been or will be partybe, duly and validly executed and delivered by Acquiror each of SPAC, SPAC Newco and 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 Acquiror ancillary agreement will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of SPAC, SPAC Newco and Merger Sub, enforceable against Acquiror each 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) 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, to approve the Proposals (other than the SPAC Newco Omnibus Incentive Plan Proposal) are the only votes of any of SPAC’s capital stock necessary in connection with the entry into this Agreement by SPAC, and the consummation of the transactions contemplated hereby, including the Closing (the approval by SPAC Stockholders of all of the foregoing, collectively, “SPAC Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror SPAC Board hashas unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s SPAC and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company Florida is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to SPAC Stockholders the Acquiror Organizational Documents) is present, approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Acquiror Each Target Company has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it is a party andcontemplated hereby and (subject to the approvals described in Section 4.5, upon receipt the Target Company Securityholder Approval and any approvals of the Acquiror Stockholder Approval, securityholders of the Target Companies to perform its obligations hereunder and thereunder and be obtained in connection with the Pre-Closing Reorganization) to consummate the Transactions and the transactions contemplated 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 and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror the Board of Directors (or equivalent thereof) of such Target Company, and, except for the Acquiror Stockholder ApprovalTarget Company Securityholder Approval and any approvals of the securityholders of the Target Companies to be obtained in connection with the Pre-Closing Reorganization, no other corporate or equivalent proceeding on the part of Acquiror such Target Company is necessary to authorize this Agreement or and each Ancillary Agreement to which such Transaction Agreements or Acquiror’s performance hereunder or thereunderTarget 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 Acquiror any Target Company is a party contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror andsuch Target 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 Acquiror such Target Company is a party contemplated hereby will be partyconstitute, will constitute a legal, valid and binding obligation of Acquirorsuch Target 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 Acquiror 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) At a meeting duly called and heldOn or prior to the date of this Agreement, the Acquiror Board has: of Directors of Epic has duly adopted resolutions (i) determined determining that this Agreement and each Ancillary Agreement to which Epic is a party contemplated hereby and the transactions Transactions are advisable and fair to to, and in the best interests of Acquiror’s of, Epic and its stockholders, and (ii) approved authorizing and approving the Transactions (iii) resolved to recommend to the stockholders execution, delivery and performance by Epic of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and each Ancillary Agreement to which Epic is a party contemplated hereby and the consummation of the Transactions 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, other than the Target Company Securityholder Approval and the approval any approvals of the Transaction Proposalssecurityholders of the Target Companies to be obtained in connection with the Pre-Closing Reorganization.

Due Authorization. (a) Acquiror Subject to the receipt of the SPAC Shareholder Approval, each of SPAC and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and each Transaction Agreement the Ancillary Agreements to which it is a party andparty, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to (ii) consummate the Transactions and the transactions contemplated therebyperform all obligations to be performed by it hereunder and thereunder. The execution, execution and delivery and performance of this Agreement and such Transaction the Ancillary Agreements to which SPAC or Merger Sub is a party and the consummation of the Transactions and the transactions contemplated performance all obligations to be performed by it hereby and thereby have been (A) duly and validly authorized and approved by Acquiror the SPAC Board and, except and by SPAC as the sole shareholder of Merger Sub and by all other necessary corporate action on the part of SPAC or Merger Sub and (B) determined by the SPAC Board as advisable to and in the best interests of SPAC and the SPAC Shareholders and constituted a “Business Combination” as such term is defined in SPAC’s Governing Documents and recommended for approval by the Acquiror Stockholder Approval, no SPAC Shareholders. No other corporate or equivalent proceeding on the part of Acquiror SPAC or Merger Sub is necessary to authorize this Agreement or such Transaction and the Ancillary Agreements or Acquiror’s performance hereunder to consummate the transactions contemplated hereby or thereunderthereby (other than, in the case of the Merger, the SPAC Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to the Closing, the Ancillary Agreements to which Acquiror SPAC or Merger Sub is a party will be partybe, duly and validly executed and delivered by Acquiror andeach of SPAC and Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto (other than SPAC or Merger Sub), and at or prior to the Closing, each such Transaction Agreement of the Ancillary Agreements to which Acquiror SPAC or Merger Sub is a party will be partyconstitute, will constitute assuming the due authorization, execution and delivery by the other parties thereto (other than SPAC or Merger Sub), a legal, valid and binding obligation of Acquiroreach of SPAC and Merger Sub, enforceable against Acquiror SPAC and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The SPAC Shareholder Approval is the Enforceability Exceptionsonly vote of the holders of any of SPAC Shares necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby. The affirmative vote or written consent of the sole stockholder of the Merger Sub is the only vote of the holders of any of Merger Sub’s capital stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby. (b) At a meeting duly called and held, the Acquiror SPAC Board has: has (i) approved the execution, delivery and performance by SPAC of this Agreement, the Ancillary Agreements to which it is a party and the consummation of the Transactions, including the Merger, as a Business Combination, (ii) determined that this Agreement Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein and therein, are advisable and fair to and in the best interests of Acquiror’s stockholders, (ii) approved SPAC and the Transactions SPAC Shareholders and (iii) resolved to recommend directed that the adoption of this Agreement be submitted to the stockholders of Acquiror the approval of each of the Transaction Proposals, SPAC Shareholders for consideration and (iv) determined recommended that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into SPAC Shareholders adopt this Agreement by Acquiror and approve the Merger and the consummation of the Transactions and the approval of the Transaction Proposalsother transactions contemplated hereby.

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

Due Authorization. (a) Acquiror The Company has all requisite corporate or entity power and authority to execute and deliver enter into this Agreement and each Transaction Agreement to which it is a party and, upon receipt of the Acquiror Stockholder ApprovalAgreement, to perform its obligations hereunder and, subject to the affirmative vote (in person or by proxy) by the holders of a majority of the outstanding shares of Common Stock entitled to vote thereon to adopt this Agreement (the “Company Requisite Vote”) at the Stockholders Meeting, or at any adjournment or postponement thereof, and thereunder and the filings under Section 2.3, to consummate the Transactions transactions contemplated hereby, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated therebyhereby. The Company Board has adopted resolutions unanimously (i) approving the execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board andAgreement, except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptions. (bii) At a meeting duly called and held, the Acquiror Board has: (i) determined determining that this Agreement and the transactions Mergers are fair to and in the best interests of Acquirorthe Company’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, declaring this Agreement advisable and (iv) determined recommending that the fair market value Company’s stockholders adopt this Agreement (the “Recommendation”) and directing that this Agreement be submitted to the Company’s stockholders for adoption. The Company has duly and validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery hereof by Parent and the Merger Subs, this Agreement constitutes a legal, valid and binding obligation of the Company is equal to at least 80% enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance moratorium, reorganization or similar Laws now or hereafter in effect which affect the enforcement of creditors’ rights generally and by rules of Law governing specific performance, injunctive relief and equitable principles. The only vote of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as stockholders of the date hereofCompany required to adopt and approve this Agreement and the transactions contemplated hereby is the Company Requisite Vote. (cb) Assuming that a quorum (as determined pursuant Prior to the Acquiror execution of this Agreement, the Company and the Company Board have taken all action necessary to exempt under or make not subject to (i) the provisions of Section 203 of the DGCL, (ii) any other applicable Takeover Law or (iii) any provision of the Organizational Documents) is presentDocuments of the Company and its Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law, each of the Transaction Proposals shall require approval by an affirmative vote execution of this Agreement, the Mergers and any of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called other transactions contemplated by the Acquiror Board and held for such purposethis Agreement. The foregoing votes Company does not have in this Section 5.02(c) are the only votes of effect any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals“poison pill” or shareholder rights plan.

Due Authorization. (a) Acquiror Each of the Borrowers has all requisite corporate or entity power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each Transaction Agreement any other agreements and instruments to which it is a party andcontemplated hereby or executed in connection herewith, upon including, without limitation, the Loan Documents, the General Release, the Stockholders Agreement and the Registration Rights Agreement (collectively, the “Borrower Related Agreements”), to execute and file the Charter Amendment and the Certificates of Designation after receipt of the Acquiror Stockholder Approvalstockholder approval described in clause (i) of the second following sentence, to perform its obligations hereunder and thereunder and to consummate issue the Transactions Shares in accordance with the terms hereof and the transactions contemplated therebythereof. The executionCharter Amendment has been duly authorized by the Company’s Board of Directors, which has recommended that the Company’s stockholders approve the Charter Amendment. The execution and delivery and performance by each of the Borrowers of this Agreement and such Transaction the Borrower Related Agreements to which it is a party and the execution and filing of the Certificates of Designation by the Company and the consummation by each of the Transactions and Borrowers of the transactions contemplated thereby hereby and thereby, including, without limitation, the issuance of the CSCC Shares and the reservation for issuance and the issuance of all Conversion Shares (as defined below) issuable upon conversion of the CSCC Shares, have been duly authorized by the Company’s Board of Directors and validly authorized and approved no further consent or authorization is required by Acquiror the Company, its Board and, except for of Directors or its stockholders. Each of the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which Acquiror will be party, Borrowers have duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair Borrower Related Agreements to which it is a party and in this Agreement and the best interests of Acquiror’s stockholders, (ii) approved Borrower Related Agreements constitute the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval valid and binding obligations of each of the Transaction ProposalsBorrowers party to such agreements, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, enforceable against each of the Transaction Proposals shall require approval Borrowers party to such agreements in accordance with their terms, except as enforceability may be limited by an affirmative vote applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ and contracting parties’ rights generally and except as enforceability may be subject to general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law). None of the holders Charter Amendment, the Company’s Third Amended and Restated Certificate of at least a majority Incorporation or the Certificates of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant Designation shall have been amended prior to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction ProposalsClosing Date.

Due Authorization. (a) Acquiror Each of SPAC and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it is a party and, upon receipt of the Acquiror Stockholder Approvalparty, to perform its respective obligations hereunder and thereunder 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 this Agreement)) to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements by each of SPAC and Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Acquiror the SPAC Board andand the board of directors of Merger Sub, except for as the Acquiror case may be, and upon receipt by SPAC of the SPAC 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 Acquiror SPAC or Merger Sub is necessary to authorize this Agreement or such Transaction Ancillary Agreements or AcquirorSPAC’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror will be partybe, duly and validly executed and delivered by Acquiror each of SPAC and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror or will be partyconstitute, will constitute as applicable, a legal, valid and binding obligation of Acquiroreach of SPAC and Merger Sub, enforceable against Acquiror each 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) The affirmative vote of a majority of the votes cast by holders of SPAC Common Stock, voting together as a single class, at the Special Meeting shall be required to approve each of the Proposals (including any separate or unbundled advisory proposals as are required to implement the foregoing), with each share of SPAC Common Stock entitling its holder to cast one (1) vote at the Special Meeting (the approval by SPAC Stockholders of all of the foregoing, collectively, the “SPAC Stockholder Approval”) and, assuming a quorum is present at the Special Meeting, the SPAC Stockholder Approval is the only vote of any holders of SPAC’s capital stock necessary in connection with the entry into this Agreement by SPAC and the consummation of the transactions contemplated hereby, including the Mergers. (c) At a meeting duly called and held, the Acquiror SPAC Board hashas unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to to, advisable and in the best interests of Acquiror’s SPAC and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes Taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the Transactions as a quorum Business Combination; and (as determined pursuant iv) resolved to recommend to the Acquiror Organizational Documents) is present, SPAC Stockholders approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposalsmatters requiring SPAC Stockholder Approval.

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

Due Authorization. (a) Other than the Acquiror Shareholder Approval, Acquiror has all requisite company or corporate or entity power power, as applicable, and authority to execute and deliver this Agreement and each Transaction Agreement the other documents to which it is a party and, upon receipt of contemplated hereby and to consummate the Acquiror Stockholder Approval, transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated therebythereunder. The execution, execution and delivery and performance of this Agreement and such Transaction Agreements the other documents to which Acquiror is a party contemplated hereby and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the Acquiror Board and, except for and (B) determined by the Acquiror Stockholder ApprovalBoard as advisable to and in the best interests of Acquiror and the Acquiror Shareholders, no and recommended for approval by the Acquiror Shareholders. No other company or corporate or equivalent proceeding on the part of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the other documents to which Acquiror is a party contemplated hereby (other than the Acquiror Shareholder Approval). This Agreement has been, and each such Transaction Agreement at or prior to the Merger Closing, the other documents to which Acquiror is a party contemplated hereby will be partybe, duly and validly executed and delivered by Acquiror and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement on or prior to the Merger Closing, the other documents to which Acquiror is a party contemplated hereby will be partyconstitute, will constitute assuming the due authorization, execution and delivery by the other parties hereto, a legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Acquiror’s Governing Documents) is present, : (i) each of the 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 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; 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 Stock Shares entitled to vote, who attend and vote thereupon (as determined pursuant to the Acquiror Organizational in accordance with Acquiror’s Governing Documents) at a stockholdersshareholders’ meeting duly called by the Acquiror Board and held for such purpose. . (c) The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s share capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions transactions contemplated hereby, including the Merger Closing. (d) At a meeting duly called and held, the approval of Acquiror Board has unanimously approved the Transaction Proposalstransactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) Acquiror has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to which it is or will be a party and, upon receipt of the Acquiror Stockholder Approvalparty, to perform its obligations hereunder and thereunder and, subject only to obtaining the Acquiror Stockholders’ Approval, the effectiveness of the Proxy Statement, the filing of the Merger Certificate, and receipt of the Regulatory Approvals, to consummate the Transactions and 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 to which it is or will be a party, (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 transactions contemplated thereby have been duly and validly authorized and approved by Acquiror Board andClosing, except for subject to (i) obtaining the Acquiror Stockholder ApprovalStockholders’ Approval and Merger Sub Written Consent, no other corporate or equivalent proceeding on (ii) the part filing of Acquiror is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderthe Merger Certificate and (iii) the receipt of the Regulatory Approvals. This Agreement has been, and each such Transaction Agreement the Ancillary Agreements to which Acquiror it is or will be party, duly and validly executed and delivered by Acquiror and, a party assuming due authorization authorization, execution and execution delivery by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement to which Acquiror will be party, will constitute a legal, valid and binding obligation obligations of Acquiroreach of Acquiror and Merger Sub, enforceable against Acquiror such Person in accordance with its their respective terms, subject to the Enforceability Exceptions. (b) At a meeting duly called and held, the Acquiror Board has: 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 Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend as limited by Laws relating to the stockholders availability of Acquiror the approval specific performance, injunctive relief or other equitable remedies or by general principles of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereofequity. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to execute and deliver this Agreement and each Transaction Ancillary Agreement to this Agreement to which it is a party andand (subject to the approvals described in Section 5.07) (in the case of Acquiror), upon receipt of the Acquiror Stockholder ApprovalApproval and effectiveness of the PubCo Charter, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Ancillary Agreements by each of Acquiror and Merger Sub and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized by all requisite action and approved by Acquiror Board and(in the case of Acquiror), except for the Acquiror Stockholder Approval, no other corporate or equivalent proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Ancillary Agreements or Acquiror’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Ancillary Agreement to which Acquiror will be partybe, duly and validly executed and delivered by each of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Ancillary Agreement to which Acquiror will be partyconstitute, will constitute a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, enforceable against each of Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At The affirmative vote of a meeting duly called majority of the votes cast at the Special Meeting, with the holders of (x) the Acquiror Class B Common Stock voting separately as a single class and held(y) the Acquiror Class A Common Stock and the Acquiror Class B Common Stock voting together as a single class, in person or represented by proxy and entitled to vote thereon, is required to approve: (i) the Transaction Proposal, (ii) the Stock Issuance Proposal, (iii) the Amendment Proposal, and (iv) the 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 capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the transactions contemplated hereby (including the Closing). The Sponsor party to the Sponsor Agreement holds sufficient shares of the Acquiror Class B Common Stock, and has the authority, to waive application of Section 4.3(b)(ii) of the Certificate of Incorporation (the “Class B Anti-Dilution Protection”) in the manner and on the terms contemplated by the Sponsor Agreement (and without the need for the consent or waiver of any other Person to be solicited or obtained). (c) The Acquiror Board hashas duly adopted resolutions: (i) determined that this Agreement and the transactions contemplated hereby and thereby (including the approval of the PubCo Charter) are fair to to, advisable and in the best interests of Acquiror’s Acquiror and its stockholders, ; (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding less any deferred underwriting commissions and taxes payable on interest earned on the Trust Accountearned) as of the date hereof. ; (ciii) Assuming that approved the transactions contemplated by this Agreement as a quorum Business Combination; (as determined pursuant iv) approved this Agreement, the Subscription Agreements and the transactions contemplated hereby and thereby (including the PubCo Charter), the execution and delivery by 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 (v) resolved to recommend to the stockholders of Acquiror Organizational Documents) is present, approval of each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding matters requiring Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purposeStockholder approval. The foregoing votes in this Section 5.02(cBoard of Directors of Merger Sub has duly adopted resolutions (i) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into approving this Agreement by Acquiror and the transactions contemplated hereby, the execution and delivery by Merger Sub of this Agreement and Merger Sub’s performance of its obligations under this Agreement and consummation of the Transactions transactions contemplated hereby, (ii) declared this Agreement and the approval merger to be advisable and in the best interests of Merger Sub and its sole stockholder and (iii) recommended that Acquiror approve and adopt this Agreement and the Transaction ProposalsMerger in its capacity as the sole stockholder of Merger Sub.

Due Authorization. (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority (i) to execute and deliver this Agreement and each Transaction Agreement the other documents to which it is a party andcontemplated hereby, upon and (ii) subject to receipt of the Acquiror Stockholder ApprovalApproval and the approvals described in Section 6.7, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder (including the Merger). On or prior to the date of this Agreement, each of the Boards of Directors of Acquiror and Merger Sub has duly adopted resolutions (a) determining that the Merger is fair to consummate and in the Transactions best interests of Acquiror and Merger Sub and their respective stockholders, as applicable, (b) authorizing and approving the transactions contemplated thereby. The execution, delivery and performance by Acquiror and Merger Sub of this Agreement and such Transaction Agreements and the consummation of the Transactions other documents to which Acquiror or Merger Sub, as applicable, is a party contemplated hereby and the transactions contemplated hereby and thereby have been duly (including the Merger) and validly authorized declared it advisable for Acquiror and approved Merger Sub, as applicable, to enter into this Agreement and the other documents contemplated hereby and (c) recommending the approval and adoption of this Agreement and the documents contemplated hereby, and the transactions contemplated hereby and thereby, including the Merger, by Acquiror Board and, except for the Acquiror Stockholder ApprovalStockholders and the sole stockholder of Merger Sub, no as applicable. No other corporate or equivalent proceeding on the part of Acquiror or Merger Sub is necessary to authorize this Agreement or such Transaction Agreements or Acquiror’s performance hereunder or thereunderand the other documents to which it is a party contemplated hereby (other than the Acquiror Stockholder Approval). This Agreement has been, and each such Transaction Agreement on or prior to the Closing, the other documents to which Acquiror or Merger Sub is a party contemplated hereby will be partybe, duly and validly executed and delivered by each of Acquiror andand Merger Sub, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement on or prior to the Closing, the other documents to which Acquiror or Merger Sub is a party contemplated hereby will be partyconstitute, will constitute in each case assuming the due authorization, execution and delivery by the other parties hereto and thereto, a legal, valid and binding obligation of Acquiroreach of Acquiror and Merger Sub, as applicable, enforceable against Acquiror and Merger Sub in accordance with its terms, subject to the Enforceability Exceptionsapplicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of (i) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Acquiror Stockholders’ Meeting shall be required to approve the Merger Proposal, (ii) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Acquiror Stockholders’ Meeting shall be required to approve the NASDAQ Proposal, (iii) (A) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Acquiror Class B Common Stock, voting separately as a single class, shall be required to approve the Amendment Proposal, and (iv) holders of a majority of the outstanding shares of Acquiror Class A Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Acquiror Stockholders’ Meeting shall be required to approve the Incentive Plan Proposal, the Purchase Plan Proposal and the CEO Incentive Plan Proposal, in each case, assuming a quorum is present, to approve such Transaction Proposal, and are the only votes of any Equity Interests of Acquiror necessary in connection with the entry into this Agreement by Acquiror and Merger Sub and the consummation of the transactions contemplated hereby, including the Merger (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Board of Directors of Acquiror Board has: (i) determined that has unanimously approved the transactions contemplated by this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions (iii) resolved to recommend to the stockholders of Acquiror the approval of each of the Transaction Proposals, and (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Trust Account) as of the date hereofa Business Combination. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present, each of the Transaction Proposals shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. The foregoing votes in this Section 5.02(c) are the only votes of any of Acquiror’s capital stock necessary in connection with entry into this Agreement by Acquiror and the consummation of the Transactions and the approval of the Transaction Proposals.

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