Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. Each of Trident and Merger Sub is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of Trident and Merger Sub is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, where the failure to be so qualified and in good standing (or equivalent) would not have a Trident Material Adverse Effect. Each of Trident and Merger Sub has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, duly executed and delivered by Trident and/or Merger Sub, as applicable, and constitute valid and binding agreement of Trident and/or Merger Sub, as applicable, enforceable against Trident and Merger Sub, as applicable, in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub To the extent that such ML Party is a corporation duly incorporatednot an individual, such ML Party (a) is an entity validly existing existing, and in good standing (or the equivalent), if applicable, under the Laws of the State of Delaware. Each of Trident jurisdiction in which it is formed and Merger Sub (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, except where the failure to be so qualified and in good standing (or equivalent) ), if applicable, would not not, individually or in the aggregate, reasonably be expected to have a Trident Material Adverse Effector reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Each of Trident and Merger Sub Such ML Party has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it such ML Party is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which Trident No other limited liability company or Merger Sub, as applicable, is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, such ML Party are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, such ML Party is a party and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, such ML Party and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablesuch ML Party, enforceable against Trident and Merger Sub, as applicable, such ML Party in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. Neither Trident nor Merger Sub Such ML Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub Parent is a corporation duly incorporated, validly existing and in good standing incorporated under the Laws of the State of Delaware. Each of Trident and Merger Sub is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, where the failure to be so qualified and in good standing (or equivalent) would not have a Trident Material Adverse Effect. Each of Trident and Merger Sub has Delaware with the requisite power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. The execution, delivery and performance of this Agreement, Agreement and the Ancillary Agreements other agreements contemplated hereby to which Trident or Merger Sub, as applicable, is a party be executed and delivered by Parent and the consummation of the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board corporate action on the part of Trident. No Parent and no other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, Parent are necessary to approve and authorize the execution, delivery or performance of this Agreement and or the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the consummation of the transactions other agreements contemplated hereby and therebyhereby. This Agreement has been, and the Ancillary Agreements other agreements contemplated hereby to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, duly executed and delivered by Trident and/or Merger Sub, as applicable, and Parent constitute valid and binding agreement obligations of Trident and/or Merger Sub, as applicableParent, enforceable against Trident and Merger Sub, as applicable, Parent in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub is Holdings and Buyer are limited liability companies duly incorporated under the subject Laws of any the State of Delaware with the requisite power and authority to enter into this Agreement and to perform their obligations hereunder. The execution, delivery and performance of this Agreement and the other agreements contemplated hereby to be executed and delivered by each of Holdings and Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of each of Holdings and Buyer and no other proceedings on the part of either Holdings or Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by Holdings or Buyer constitute valid and binding obligations of Holdings or Buyer (as applicable), enforceable against Holdings or Buyer (as applicable) in accordance with its terms, except as such may be limited by bankruptcy, dissolution, liquidationinsolvency, reorganization or similar proceedingother Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. Each of Trident and Merger Sub RSI Company is a corporation (a) duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not reasonably be expected to have a Trident Material Adverse Effect. Each of Trident Effect and Merger Sub (c) each RSI Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery general partner of the Company has duly approved this Agreement and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and the transactions contemplated hereby and thereby have been and has duly approved authorized the execution, delivery and authorized performance of this Agreement by all requisite action, including by requisite Trident Board action on the part of TridentCompany and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, RSI Company are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which Trident or Merger Sub, as applicable, it is a party and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, the Company and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Company, enforceable against Trident and Merger Sub, as applicable, the Company in accordance with their respective its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident Eos Company and Merger Sub Newco Company is (a) a corporation limited liability company, duly incorporatedformed, duly organized, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. Each of Trident formation and Merger Sub is (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets and/or properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not reasonably be expected to have a Trident Material Adverse EffectEffect on the Eos Companies. Each Eos Company and Newco Company has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of Trident the Company and Merger Sub Newco has the requisite limited liability company power and authority and has taken all requisite limited liability company action to execute and deliver this Agreement and the Ancillary Agreements Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The executionBoard has duly approved this Agreement, the Ancillary Documents and the other transaction contemplated hereby and thereby and has duly authorized the execution and delivery of this Agreement and performance the Ancillary Documents, and directed that the adoption of this Agreement and the Ancillary Documents be submitted to the Preferred Members for consideration and recommended that all of the Preferred Members adopt this Agreement and the Ancillary Documents. The Company Unitholder Approval is the only vote or consent of any of the holders of Units of the Company necessary to adopt this Agreement and the Ancillary Documents under the DLLCA and its organizational documents, each as in effect at the time of such adoption and approval. As of the date of this Agreement, the Ancillary Agreements to which Trident or Merger Subapproval of the Company, as applicablethe sole member of Newco, is a party the only vote or consent necessary for Newco to adopt this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby under the DLLCA and its organizational documents, each as in effect at the time of such adoption and approval. This Agreement and the Ancillary Documents to which each of the Company and Newco is a party have been (or, when executed and delivered, will have been) duly approved executed and authorized delivered by all requisite actionthe Company and Newco and, including by requisite Trident Board action on subject to the part of Trident. No other proceedings on Company Unitholder Approval, assuming the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Subdue and valid authorization, except for the receipt of the Required Vote, are necessary to approve and authorize the execution, and delivery by each other party hereto or performance of thereto, this Agreement and the Ancillary Agreements Documents to which Trident each of the Company and Newco is or Merger Sub, as applicable, is proposed to be a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, duly executed and delivered by Trident and/or Merger Sub, as applicable, and constitute valid and binding agreement agreements of Trident and/or Merger Sub, as applicableeach of the Company and Newco, enforceable against Trident each of the Company and Merger Sub, as applicable, Newco in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub is True and complete copies of the subject Governing Documents of any bankruptcyeach Eos Company and Newco Company, dissolutionas in effect on the date hereof, liquidation, reorganization or similar proceedinghave been made available to Parent.

Organization; Authority; Enforceability. Each of Trident and Merger Sub dMY is a corporation duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each of Trident and Merger Sub dMY is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, except where the failure to be so qualified and in good standing (or equivalent) would not have a Trident dMY Material Adverse Effect. Each of Trident and Merger Sub dMY has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, dMY is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident dMY Board action on the part of TridentdMY. No other proceedings on the part of Trident dMY (including any action by Trident dMY Board or Trident dMY Stockholders) or Merger Sub), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, dMY is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, dMY at Closing will be, duly executed and delivered by Trident and/or Merger Sub, as applicable, dMY and constitute valid and binding agreement of Trident and/or Merger Sub, as applicabledMY, enforceable against Trident and Merger Sub, as applicable, dMY in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub dMY is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub Target Company is a corporation (a) duly incorporated, organized or formed, validly existing existing, and in good standing standing, or the equivalent, (where such concept is applicable) under the Laws of its jurisdiction of incorporation, organization or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity or the equivalent (where such concept is applicable) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its businessassets or its leasing, ownership or operation of properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not reasonably be expected to have a Trident Target Companies Material Adverse Effect, and (c) each Target Company has the requisite corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Trident NewCo, the Company and Merger Sub has the requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and, if and to the extent applicable, each of the other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The executionboard of directors of each of NewCo, delivery the Company and performance of Merger Sub has duly approved this Agreement, Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and the transactions contemplated hereby and thereby have been and has duly approved authorized the execution, delivery and authorized performance of this Agreement by all requisite actionNewCo, including by requisite Trident Board the Company or Merger Sub, as applicable, and the Ancillary Agreements to which it is a party. No other corporate or equivalent action on the part of Trident. No other proceedings on the part of Trident any Target Company (including any action by Trident Board the board of directors (or Trident Stockholdersequivalent governing body) or Merger Sub, except for the receipt holders of the Required Vote, Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been, and other than the Ancillary Agreements to be executed and delivered by Trident and/or following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, as applicable, at Closing will be, duly executed approving and delivered by Trident and/or adopting this Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, as applicable, and constitute valid and binding agreement (b) the written consent of Trident and/or the board of directors of Merger Sub, approving the Merger Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (c) the consents of NewCo and the Company, as applicableset forth on Section 3.1 of the Company Disclosure Letter, enforceable against Trident necessary to approve, authorize and effect the Pre-Closing Reorganization, the repurchase of NewCo Common Shares pursuant to the Repurchase Agreements and the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by which the NewCo or Company is bound (the consents in clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of NewCo, the Company and Merger Sub, as applicable. This Agreement has been duly executed and delivered by each of NewCo, the Company and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes the valid and binding agreement of each such Party, enforceable against each such Party in accordance with their respective its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Correct and complete copies of the Governing Documents of each of NewCo, the Company and Merger Sub Sub, as in effect on the date hereof, have been made available to SEAC. None of the Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.. The Target Companies constitute all of the entities that are required or necessary to the conduct of the Business and are adequate to conduct the Business. 42

Organization; Authority; Enforceability. Each of Trident and Merger Sub ZB Company is a corporation (a) duly incorporatedincorporated or formed, validly existing existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of incorporation or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent), if applicable, in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a Trident Material Adverse Effect. Each of Trident reasonably be expected to be material to the ZB Companies and Merger Sub (c) each ZB Company has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each ZB Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreementeach ZB Company has taken all corporate or other legal entity action necessary in order to execute, the Ancillary Agreements deliver and perform its respective obligations hereunder and to which Trident or Merger Sub, as applicable, is a party and consummate the transactions contemplated hereby and thereby have been thereby. Each ZB Company has duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and to consummate the consummation transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, the ZB Companies and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe ZB companies, enforceable against Trident and Merger Sub, as applicable, such Party in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. Neither Trident nor Merger Sub is Correct and complete copies of the subject Governing Documents of any bankruptcyeach ZB Company, dissolutionas in effect on the date hereof, liquidation, reorganization or similar proceedinghave been made available to SPAC.

Organization; Authority; Enforceability. Each of Trident and Merger Sub Parent is a corporation duly incorporated, validly existing and in good standing incorporated under the Laws of the State of DelawareDelaware with the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of Trident Merger Sub I and Merger Sub II is qualified a limited liability company duly incorporated under the Laws of the State of Delaware with the requisite limited liability power and authority to do business enter into this Agreement and the Ancillary Documents to which it is in good standing as a foreign entity in each jurisdiction in which the character of party and to perform its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, where the failure to be so qualified obligations hereunder and in good standing (or equivalent) would not have a Trident Material Adverse Effectthereunder. Each of Trident Parent, Merger Sub I and Merger Sub II has the requisite power corporate and limited liability company power, as applicable, and authority and has taken all requisite corporate and limited liability company action, as applicable, to execute and deliver this Agreement and the Ancillary Agreements Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Agreement and the Ancillary Agreements Documents contemplated hereby to which Trident be executed and delivered by Parent, Merger Sub I or Merger Sub, as applicable, is a party Sub II and the consummation of the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board corporate action on the part of Trident. No Parent, Merger Sub I and Merger Sub II and no other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) Parent, Merger Sub I or Merger Sub, except for the receipt of the Required Vote, Sub II are necessary to approve and authorize the execution, delivery or performance of this Agreement and or the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the consummation of the transactions Documents contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Parent, Merger SubSub I and Merger Sub II. This Agreement and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, as applicableMerger Sub I and Merger Sub II have been (or, at Closing when executed and delivered, will be, have been) duly executed and delivered by Trident and/or Parent and Merger Sub, as applicable, and constitute valid and binding agreement obligations of Trident and/or Parent, Merger Sub, as applicableSub I and Merger Sub II, enforceable against Trident Parent, Merger Sub I and Merger Sub, as applicable, Sub II in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub BioTE Company is a corporation (a) duly incorporatedorganized or formed, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a Trident Material Adverse Effect. Each of Trident Effect and Merger Sub (c) each BioTE Company has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance each of this Agreementthe BioTE Companies have taken all limited liability company action necessary in order to execute, deliver and perform their respective obligations hereunder and under and the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and to consummate the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No no other limited liability company proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, BioTE Company are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which Trident or Merger Sub, as applicable, it is a party and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, the Company and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Company, enforceable against Trident and Merger Sub, as applicable, the Company in accordance with their respective its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principlesprinciples (the “Enforceability Exceptions”). Neither Trident nor Merger Sub Correct and complete copies of the Governing Documents of each BioTE Company, as in effect on the Effective Date, have been made available to the Buyer. None of the BioTE Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each Until the occurrence of Trident the Domestication, the Buyer is an exempted company with limited liability duly formed, validly existing and Merger Sub is in good standing under the Laws of the Cayman Islands and upon the occurrence of the Domestication, the Buyer will be a Delaware corporation duly incorporatedformed, validly existing and in good standing under the Laws of the State of Delaware. Each of Trident and Merger Sub The Buyer is or will be qualified to do business and is or will be in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, except where the failure to be so qualified and in good standing (or equivalent) would not have a Trident Buyer Material Adverse Effect. Each of Trident and Merger Sub The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, to which it is a party perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party performance of Buyer’s obligations hereunder and the transactions contemplated hereby and thereby hereby, have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Tridentthe Buyer. No other proceedings on the part of Trident the Buyer (including including, without limitation, any action by Trident the Board or Trident Stockholders) or Merger Subshareholders of the Buyer), except for the receipt of the Required Vote, are necessary to approve and authorize the executionexecution and delivery of this Agreement, delivery or the performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party Buyer’s obligations hereunder and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Subthe Buyer and (assuming the due authorization, as applicable, execution and constitute delivery by the other parties thereto) constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Buyer, enforceable against Trident and Merger Sub, as applicable, the Buyer in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub The Target is a corporation (a) duly incorporatedincorporated or formed, validly existing existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of incorporation or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent), if applicable, in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a Trident Material Adverse Effect. Each of Trident reasonably be expected to be material to the Target and Merger Sub (c) the Target has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Parent has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The executionthereby with respect to the Target, delivery and, has taken all corporate or other legal entity action necessary in order to execute, deliver and performance except for the obtaining of this AgreementParent shareholder approval, the Ancillary Agreements perform its respective obligations hereunder and to which Trident or Merger Sub, as applicable, is a party and consummate the transactions contemplated hereby and thereby thereby. The Parent and Target have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, is they are a party and to consummate the consummation transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Parent and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, the Parent and constitute the Target and constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Parent and the Target, enforceable against Trident and Merger Sub, as applicable, such Party in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. Neither Trident nor Merger Sub is Correct and complete copies of the subject Governing Documents of any bankruptcythe Target, dissolutionas in effect on the date hereof, liquidation, reorganization or similar proceedinghave been made available to SPAC.

Organization; Authority; Enforceability. Each of Trident and Merger Sub is a corporation The ML Companies are (a) duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent), if applicable, in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a Trident Material Adverse Effect. Each of Trident reasonably be expected to be material to the ML Companies and Merger Sub (c) each ML Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to which it is a party consummate the transactions contemplated hereby and thereby, and the Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The Company has duly approved this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement, Agreement by the Company and the Ancillary Agreements and to which Trident consummate the transactions contemplated hereby and thereby. The ML Parties’ Approval is the only vote or Merger Subconsent necessary to approve and authorize the execution, as applicable, is a party delivery and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite actionand, including by requisite Trident Board action on following receipt of the part of Trident. No ML Parties’ Approval, no other corporate proceedings on the part of Trident (including any action by Trident Board the Company or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, ML Parties are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements and to which Trident or Merger Sub, as applicable, is a party and the consummation of consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, the Company and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Company, enforceable against Trident and Merger Sub, as applicable, the Company in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws. Neither Trident nor Merger Sub is Correct and complete copies of the Governing Documents of each ML Company, as in effect on the date hereof, have been made available to the Investor. Except as set forth on Section 4.1 of the Company and ML Parties’ Disclosure Letter, none of the ML Companies are the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub OppFi Company is a corporation (a) duly incorporatedorganized or formed, validly existing and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a Trident Material Adverse Effect. Each of Trident Effect and Merger Sub (c) each OppFi Company has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance each of this Agreementthe OppFi Companies have taken all limited liability company action necessary in order to execute, deliver and perform their respective obligations hereunder and under and the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and to consummate the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No no other limited liability company proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, OppFi Company are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which Trident or Merger Sub, as applicable, it is a party and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, the Company and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Company, enforceable against Trident and Merger Sub, as applicable, the Company in accordance with their respective its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub Correct and complete copies of the Governing Documents of each OppFi Company, as in effect on the Effective Date, have been made available to the Buyer. None of the OppFi Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub Company Entity is a corporation (a) duly incorporatedformed, validly existing existing, and in good standing under the Laws of the State of Delaware. Each of Trident and Merger Sub is , (b) qualified to do business and is in good standing as a foreign entity (or the equivalent), if applicable, in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a Trident Material Adverse Effectreasonably be expected to be material to such Company Entity, and (c) has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Trident and Merger Sub Company Entity has the all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is required to be a party or bound and to consummate the transactions contemplated hereby and thereby, subject to the Company Member Approval, and each Company Entity has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. Each Company Entity’s board of managers or board of directors, as applicable, in accordance with such Company Entity’s Governing Documents and any applicable Law or Contract to which such Company Entity or any of such Company Entity’s members or stockholders is a party or by which it or its Equity Securities are bound, has duly approved this Agreement and the Ancillary Agreements to which it is or is required to be a party or bound and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by such Company Entity and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, Company Member Approval is the Ancillary Agreements to which Trident only vote or Merger Sub, as applicable, is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, are consent necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements and to which Trident consummate the transactions contemplated hereby and thereby and, following receipt of the Company Member Approval, no other corporate or Merger Sublimited liability company proceedings on the part of the Company Entities is necessary to approve and authorize the execution, as applicable, is a party delivery and performance of this Agreement and the consummation of Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, each Company Entity and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicableeach Company Entity, enforceable against Trident and Merger Sub, as applicable, each Company Entity in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally and generally, by general equitable principlesprinciples and mandatory applicable Laws (the “Enforceability Exceptions”). Neither Trident nor Merger Sub is Correct and complete copies of the subject Governing Documents of any bankruptcyeach Company Entity, dissolutionas in effect on the date hereof, liquidation, reorganization or similar proceedinghave been made available to SPAC.

Organization; Authority; Enforceability. Each Until the occurrence of Trident the Domestication, the Buyer is an exempted company with limited liability duly incorporated, validly existing and Merger Sub is in good standing under the Laws of the Cayman Islands and upon the occurrence of the Domestication, the Buyer will be a Delaware corporation duly incorporatedformed, validly existing and in good standing under the Laws of the State of Delaware. Each of Trident and Merger Sub The Buyer is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, except where the failure to be so qualified and in good standing (or equivalent) would not have a Trident Buyer Material Adverse Effect. Each of Trident and Merger Sub The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Tridentthe Buyer. No other proceedings on the part of Trident the Buyer (including any action by Trident the Buyer Board or Trident Stockholders) or Merger Subthe Buyer Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, the Buyer at Closing will be, duly executed and delivered by Trident and/or Merger Sub, as applicable, Buyer and constitute valid and binding agreement of Trident and/or Merger Sub, as applicablethe Buyer, enforceable against Trident and Merger Sub, as applicable, the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub Correct and complete copies of the Second Amended and Restated Memorandum and Articles of Association of the Buyer, as in effect on the Effective Date, are filed as Exhibit 3.1 to the Form 8-K filed with the SEC on October 10, 2018. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub The Company is a corporation duly incorporated, validly organized and existing and in good standing under the Laws laws of the State of DelawareNew York, each Subsidiary is duly organized and existing in good standing under the laws of the jurisdiction in which it is incorporated, and the Company has and each Subsidiary has the corporate power to own its respective property and to carry on its respective business as now being conducted, and in the case of the Company, to enter into and perform all of its obligations under this Agreement and the Notes and to issue and sell the Notes. Each of Trident the Company and Merger Sub its Subsidiaries is duly licensed or qualified to do business and is in good standing as a foreign entity corporation in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, state where the failure to be so licensed or qualified and in good standing (or equivalent) would not have a Trident Material Adverse Effectmaterial adverse effect on the financial condition or operations of the Company and its Subsidiaries taken as a whole and has all corporate power, material licenses, franchises and other governmental authorizations and approvals necessary to carry on its present business, with respect to which the failure to so possess would have a material adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. Each Schedule 8A contains complete and correct lists of Trident (i) each jurisdiction in which the Company is licensed or qualified to do business as a foreign corporation and Merger Sub has (ii) the requisite power and authority Subsidiaries, showing, as to execute and deliver this Agreement and each Subsidiary, the Ancillary Agreements to correct name thereof, the jurisdiction of the organization, each jurisdiction in which it is licensed or qualified to do business as a party and to consummate the transactions contemplated hereby and thereby. The executionforeign corporation, delivery and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the transactions contemplated hereby percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No each other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the consummation of the transactions contemplated hereby and therebySubsidiary. This Agreement has beenis, and the Ancillary Agreements to be executed Notes when issued and delivered by Trident and/or Merger Sub, as applicable, at Closing hereunder will be, duly executed legal, valid, binding and delivered by Trident and/or Merger Sub, as applicable, and constitute valid and binding agreement enforceable obligations of Trident and/or Merger Sub, as applicable, enforceable against Trident and Merger Sub, as applicable, in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingCompany.

Organization; Authority; Enforceability. Each of Trident and Merger Sub Target Company is a corporation (a) duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent, and where such concept of good standing is applicable) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not reasonably be expected to have a Trident Material Adverse EffectEffect and (c) each Target Company has the requisite corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Trident NewCo, the Company, MidCo and Merger Sub has the requisite organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The executionboard of directors of each of NewCo, delivery the Company, MidCo and performance of Merger Sub has duly approved this Agreement, Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and the transactions contemplated hereby and thereby have been and has duly approved authorized the execution, delivery and authorized performance of this Agreement by all requisite actionNewCo, including by requisite Trident Board action on the part of TridentCompany, MidCo or Merger Sub, as applicable, and the Ancillary Agreement to which it is a party. No other corporate or equivalent proceedings on the part of Trident any Target Company (including any action by Trident Board the board of directors (or Trident Stockholdersequivalent governing body) or Merger Sub, except for the receipt holders of the Required Vote, Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which Trident or Merger Sub, as applicable, it is a party and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been, and other than the Ancillary Agreements to be executed and delivered by Trident and/or following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (b) the consents of NewCo and the Company, as applicableset forth on Section 3.1 of the Company Disclosure Letter, at necessary to approve, authorize and effect the Pre-Closing will beReorganization, duly executed the Redemption and delivered the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by Trident and/or which the NewCo or Company is bound (the consents in clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of NewCo, the Company and Merger Sub, as applicable, and constitute all applicable contracts by which NewCo, the Company or Merger Sub is bound. This Agreement has been duly executed and delivered by each of NewCo, the Company, MidCo and Merger Sub, and constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicableeach of such Party, enforceable against Trident and Merger Sub, as applicable, each such Party in accordance with their respective its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Correct and complete copies of the Governing Documents of each of NewCo, the Company, MidCo and Merger Sub Sub, as in effect on the date hereof, have been made available to dMY. Except as set forth on Section 3.1 of the Company Disclosure Letter, none of the Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub Target Company is a corporation (a) duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent, and where such concept of good standing is applicable) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not reasonably be expected to have a Trident Material Adverse Effect. Each of Trident Effect and Merger Sub (c) each Target Company has the requisite corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery board of directors of the Company has duly approved this Agreement and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and the transactions contemplated hereby and thereby have been and has duly approved authorized the execution, delivery and authorized performance of this Agreement by all requisite actionthe Company and the Ancillary Agreement to which it is a party. Except for the approval by the stockholders of the Company in accordance with the Company’s Governing Documents, including by requisite Trident Board action on the part of Trident. No no other corporate or equivalent proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, Target Company are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which Trident or Merger Sub, as applicable, it is a party and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, the Company and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Company, enforceable against Trident and Merger Sub, as applicable, the Company in accordance with their respective its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub Correct and complete copies of the Governing Documents of the Company, as in effect on the date hereof, have been made available to Trident. Except as set forth on Section 3.1 of the Company Disclosure Letter, none of the Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub Such Seller is a corporation series of UM Partners, LLC, a limited liability company duly incorporatedformed, validly existing existing, and in good standing under the Laws of the State of Delaware. Each of Trident and Merger Sub Such Seller is qualified to do business and is in good standing as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except, in each case, except where the failure to be so qualified and in good standing (or equivalent) would not not, individually or in the aggregate, reasonably be expected to have a Trident Material Adverse Effectmaterial adverse effect on such Seller. Each of Trident and Merger Sub Such Seller has the requisite limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it such Seller is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery board of managers of such Seller has duly approved this Agreement and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, such Seller is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Tridentthereby. No other limited liability company proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, such Seller are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, such Seller is a party and the consummation of the transactions contemplated hereby and therebyhereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, such Seller and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablesuch Seller, enforceable against Trident and Merger Sub, as applicable, such Seller in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub Correct and complete copies of the Governing Documents of each Seller, as in effect on the date hereof, have been made available to the Buyer. Such Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub RSI Company is a corporation (a) duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub is registration (as applicable)), (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not reasonably be expected to have a Trident Material Adverse Effect. Each of Trident Effect and Merger Sub (c) each RSI Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery general partner of the Company has duly approved this Agreement and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and the transactions contemplated hereby and thereby have been and has duly approved authorized the execution, delivery and authorized performance of this Agreement by all requisite action, including by requisite Trident Board action on the part of TridentCompany and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, RSI Company are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which Trident or Merger Sub, as applicable, it is a party and the consummation of to consummate the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, the Company and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Company, enforceable against Trident and Merger Sub, as applicable, the Company in accordance with their respective its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the Effective Date, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each member of Trident the Company Group and Merger Sub each Company Fund, as applicable: (a) is a corporation duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent) under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the State Laws of Delaware. Each its current jurisdiction of Trident and Merger Sub registration (as applicable)), (b) is qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its businessassets and/or its leasing, ownership or operation of properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a Trident Company Material Adverse Effect. Each of Trident , and Merger Sub (c) has the requisite organizational power and authority to execute own, lease and operate its properties and to carry on its businesses as presently conducted. Correct and complete copies of the Governing Documents of each member of the Company Group and each Company Fund, as in effect on the date of this Agreement, have been made available to Parent. The Company Group has all requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform this Agreement and the each other Ancillary Agreements Agreement to which it is or will be a party and to consummate the transactions contemplated hereby Transactions in accordance with the terms hereof and therebythereof. The execution, delivery This Agreement and performance of this Agreement, the other Ancillary Agreements to which Trident any member of the Company Group is or Merger Sub, as applicable, is will be a party has been or will be (upon its execution) duly and validly executed and delivered thereby and, assuming the transactions contemplated hereby due authorization, execution and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the or such other Ancillary Agreements to which Trident by the other parties thereto, constitutes or Merger Subwill (upon its execution) constitute a valid, as applicable, is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, duly executed and delivered by Trident and/or Merger Sub, as applicable, and constitute valid legal and binding agreement of Trident and/or Merger Sub, as applicableeach member the Company Group executing this Agreement and each such Ancillary Agreement, enforceable against Trident and Merger Sub, as applicable, such member of the Company Group in accordance with their respective its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other Laws affecting creditors’ rights generally and by to general equitable equity principles. Neither Trident None of the Company Group nor Merger Sub any Company Fund is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each of Trident and Merger Sub Except as set forth in Schedule 3.1, each Anghami Company is a corporation duly incorporated, validly existing and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delawareformation and has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of Trident and Merger Sub Anghami Company is qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets and/or properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not not, individually or in the aggregate, reasonably be expected to have a Trident Material Adverse EffectEffect on the Anghami Companies. Each The Company has provided to Vistas accurate and complete copies of Trident the Governing Documents of each Anghami Company, each as amended and Merger Sub as in effect as of the date hereof. No Anghami Company is in material violation of any provision of its Governing Documents. The Company has the all requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is or is required to be a party party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each other Transaction Agreement to which it is or is required to be a party, the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Tridentthe Company in accordance with the Company’s Governing Documents and the Laws of the jurisdiction of organization. The Required Company Shareholder Approval is the only vote or consent of the holders of any class or series of share capital of Anghami required to approve and adopt this Agreement and approve the transactions contemplated hereby. No other proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, Company are necessary to approve and authorize the execution, execution and delivery or performance of this Agreement and or the Ancillary other Transaction Agreements to which Trident or Merger Sub, as applicable, is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and each other Transaction Agreement to which the Ancillary Agreements Company is or is required to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will bea party shall be when delivered, duly executed and delivered by Trident and/or Merger Sub, as applicable, the Company and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Company, enforceable against Trident and Merger Sub, as applicable, the Company in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub is Certain Company Shareholders have delivered, and has not subsequently rescinded, revoked or modified in any way, the subject Written Consent approving the adoption of any bankruptcythis Agreement and the transactions contemplated hereby, dissolutionincluding the Merger, liquidation, reorganization or similar proceedingwhich Written Consent constitutes Required Company Shareholder Approval.

Organization; Authority; Enforceability. Each of Trident and Merger Sub Xxx Company is a corporation (a) duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. Each of Trident and Merger Sub is organization or formation, (b) qualified to do business and is in good standing as a foreign entity (or the equivalent) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets and/or properties makes such qualification necessary, except, in each case, except where the failure to be so qualified and to be in good standing (or the equivalent) would not have a Trident Material Adverse Effect. Each of Trident Effect and Merger Sub (c) each Xxx Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery board of managers of the Company has duly approved this Agreement and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, it is a party and the transactions contemplated hereby and thereby have been and has duly approved authorized the execution, delivery and authorized performance of this Agreement by all requisite action, including by requisite Trident Board action on the part of TridentCompany and the Ancillary Agreement to which it is a party. No other limited liability company proceedings on the part of Trident (including any action by Trident Board or Trident Stockholders) or Merger Sub, except for the receipt of the Required Vote, Company are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which Trident or Merger Sub, as applicable, it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, been duly executed and delivered by Trident and/or Merger Sub, as applicable, the Company and constitute constitutes the valid and binding agreement of Trident and/or Merger Sub, as applicablethe Company, enforceable against Trident and Merger Sub, as applicable, the Company in accordance with their respective its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub Correct and complete copies of the Governing Documents of each Xxx Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the Utz Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.