Common use of Validity and Binding Effect of Agreements Clause in Contracts

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement Agreements (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), and the Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), and the Purchase Subscription Agreement (collectively, the “Transaction Documents”as defined in Section 2.25.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Purchase Rights Agreement (collectively, the “Transaction Documents”as defined in Section 2.27 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement Subscription Agreements (as defined in Section 2.21.32.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof) and the Purchase Business Combination Marketing Agreement (collectively, the “Transaction Documents”as defined in Section 2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, Agreement and the Services Agreement (as defined in Section 2.21.3)3.7.2 hereof) have been duly and validly authorized by the Company and constitute, the Registration Rights Agreement (as defined in Section 2.21.4) and the Representative’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement Insider Letter (as defined in Section 2.21.32.21.1), the Registration Rights Agreement (as defined in Section 2.21.42.21.5), the Rights Agreement (as defined in Section 2.23) and the Purchase Agreement Agreements (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Rights Agreement (as defined in Section 2.23 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Service Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreement (as defined in Section 2.21.42.23.2 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Rights Agreement (as defined in Section 2.23 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Rights Agreement (as defined in Section 2.22), the Registration Rights Agreement (as defined in Section 2.21.42.23.3 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3)Registration Rights Agreement, the Registration Rights Agreement (as defined in Section 2.21.4) Warrant Agreement, and the Private Placement Units Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Insider Letter (as defined in Section 2.23.1), the Subscription Agreement (as defined in Section 2.23.2 hereof), the Rights Agreement (as defined in Section 2.22), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Rights Agreement (as defined in Section 2.232.22), the Trust Agreement, the Services Insider Letter (as defined in Section 2.23.1), the Subscription Agreement (as defined in Section 2.21.32.23.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.23.3 hereof), and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Placement Warrant Purchase Agreement (as defined in Section 2.21.42.23.2 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Representative’s Purchase Option, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 3.17.2 hereof) and the Registration Rights Placement Warrant Purchase Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.23.2 hereof) have been duly and validly authorized by the Company Company, and, when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Subscription Agreement (as defined in Section 2.21.3), 2.23.2 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreement, the Warrant Agreement, the Escrow Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Purchase Rights Agreement (collectively, the “Transaction Documents”as defined in Section 2.27 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Private Placement Unit Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, Agreement and the Services Agreement (as defined in Section 2.21.3)3.7.2 hereof) have been duly and validly authorized by the Company and constitute, the Registration Rights Agreement (as defined in Section 2.21.4) and the Representative's Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Insider Letters, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3)Agreement, the Registration Rights Agreement (as defined in Section 2.21.4) Agreement, the Warrant Agreement, the Warrants Purchase Agreement, and the Purchase Sponsor Share Subscription Agreement and (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (ia) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (iib) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iiic) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, Agreement and the Services Agreement (as defined in Section 2.21.3)3.7.2 hereof) have been duly and validly authorized by the Company and constitute, the Registration Rights Agreement (as defined in Section 2.21.4) and the Representative’s Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcybank-ruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Rights Agreement (as defined in Section 2.232.22), the Trust AgreementInsider Letter (as defined in Section 2.24.1), the Services Subscription Agreement (as defined in Section 2.21.32.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Right Agreement (as defined in Section 2.232.23 hereof), the Trust Agreement, the Services Administrative Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”) as defined in Section 2.24.4 have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Insider Letter, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), the Warrant Agreement, the Rights Agreement and the Purchase Subscription Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.4) 2.26 below), the Warrant Agreement and the Purchase Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Purchase Warrant Agreement (collectively, the “Transaction Documents”as defined in Section 2.24 hereof) have been duly and validly authorized by the Company and, and when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, Agreement and the Services Escrow Agreement (as defined in Section 2.21.3)2.22.2 hereof) have been duly and validly authorized by the Company and constitute, the Registration Rights Agreement (as defined in Section 2.21.4) and the Representative's Purchase Agreement (collectivelyOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Service Agreement (as defined in Section 2.21.33.7.2 hereof), the Subscription Agreements (as defined in Section 1.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.25 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23), the Sponsor Warrant Purchase Agreement (as defined in Section 2.21.2), the Business Combination Marketing Agreement (as defined in Section 2.24) and the Purchase Securities Subscription Agreement (as defined in Section 2.25) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.21.3) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Rights Agreement (as defined in Section 2.23 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Sponsor Units Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.23)Section2.21.1, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section2.21.5) the Rights Agreement (as defined in Section 2.21.42.23) and the Purchase Agreement Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Private Placement Share Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreements, the Warrant Agreement, the Escrow Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreement (as defined in Section 2.21.42.24 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.2 hereof) have been duly and validly authorized authorized, executed and delivered by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof) and the Purchase Services Agreement (collectively, the “Transaction Documents”as defined in Section 2.27) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Business Combination Marketing Agreement, the Insider Letter, the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.3)Agreement, the Registration Rights Agreement, the Rights Agreement (as defined in Section 2.21.4) and the Purchase Unit Private Placement Agreement (collectively, the “Transaction Documents”) ), have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (ia) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (iib) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iiic) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement dated as of the Closing Date between the Company and VStock Transfer LLC, as Warrant Agent (as defined in Section 2.23the “Warrant Agent”) with respect to the Warrants (the “Warrant Agreement”), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) Warrants and the Purchase Agreement (collectively, the “Transaction Documents”) Representative’s Warrant have been duly and validly authorized by the Company Company, and, when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), Representatives’ Purchase Option, the Trust Agreement, the Services Service Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreement (as defined in Section 2.21.42.23.2 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement Insider Letter (as defined in Section 2.21.32.21.1), the Registration Rights Agreement (as defined in Section 2.21.42.21.5), the Rights Agreement (as defined in Section 2.23) and the Purchase Agreement Agreements and (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Right Agreement (as defined in Section 2.23 hereof), the Trust Agreement, the Services Subscription Agreement (as defined in Section 2.21.3), 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This The execution, delivery and performance of this Agreement, the Warrant Agreement (as defined in Section 2.23)Warrants, the Trust Warrant Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) Representative’s Warrant and the Purchase Representative’s Warrant Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company Company, and, this Agreement, constitute, and the Representative’s Warrant and the Representative’s Warrant Agreement, when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, in each case, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Representative’s Purchase Agreement (collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This AgreementAgreement has been duly and validly authorized by the Company and constitutes the valid and binding agreements of the Company, enforceable against the Company in accordance with its terms, and the Warrants and the Representative’s Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company andCompany, and when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, exceptexcept in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), Representative’s Purchase Option, the Trust Agreement, the Services Service Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreement (as defined in Section 2.21.42.23.2 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Insider Letter, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3)Registration Rights Agreement, the Registration Rights Agreement (as defined in Section 2.21.4) Warrant Agreement, and the Private Placement Units Purchase Agreement Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Rights Agreement (as defined in Section 2.21.32.22), the Insider Letter (as defined in Section 2.24.1), the Subscription Agreement (as defined in Section 2.24.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.21.5) the Rights Agreement (as defined in Section 2.23) and the Purchase Agreement and (collectivelycollectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.22.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.4) and the Purchase Agreement Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This The execution, delivery and performance of this Agreement, the Warrant Agreement (as defined in Section 2.23hereinafter defined), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) Warrants and the Purchase Agreement (collectively, the “Transaction Documents”) Representative’s Warrant have been duly and validly authorized by the Company Company, and, each of this Agreement, the Warrant Agreement, the Warrants and the Representative’s Warrant, when executed and delivered, will constitute constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Rights Agreement, the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Purchase Warrant Agreement (collectively, the “Transaction Documents”as defined in Section 2.24 hereof) have been duly and validly authorized by the Company and, and when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.21.3) and the Purchase Agreement Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Right Agreement (as defined in Section 2.232.23 hereof), the Trust Agreement, the Services Subscription Agreement (as defined in Section 2.21.32.24.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement Agreements (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Share Transfer Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) 2.21.5), the Subscription Agreement and the Underwriter’s Purchase Agreement (collectively, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Insider Letter (as defined in Section 2.23.1), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Rights Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.22), the Registration Rights Agreement (as defined in Section 2.21.42.23.3 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Subscription Agreement (as defined in Section 2.21.32.24.2 hereof), the Escrow Agreement (as defined in Section 2.24.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Subscription Agreements (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Insider Letter, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), the Rights Agreement and the Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreement, the Registration Rights Agreement (as defined in Section 2.21.42.23.3 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Subscription Agreements (as defined in Section 2.24.2 hereof), the Escrow Agreement (as defined in Section 2.21.3), 2.24.3 hereof) and the Registration and Stockholder Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, the Subscription Agreement, the Escrow Agreement (as defined in Section 2.22.3 hereof), the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.5 hereof) and the Purchase Agreement (collectively, the “Transaction Documents”) Incentive Warrants have been duly and validly authorized authorized, executed and delivered by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Rights Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.31.1.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Purchase Services Agreement (collectively, the “Transaction Documents”as defined in Section 3.7.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Private Units Purchase Agreement (as defined in Section 2.21.42.23.2 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”as defined in Section 2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Escrow Agreement, Selling Agent’s Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement Subscription Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company Company, and, when executed and delivereddelivered by the Company to the Selling Agent, Escrow Agent or Purchasers, as the case may be, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Business Combination Marketing Agreement, the Insider Letters, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3)Agreement, the Registration Rights Agreement, the Rights Agreement, the Representative Warrant Agreement (as defined in Section 2.21.4) and the Unit Private Placement Purchase Agreement Agreement, (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (ia) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (iib) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iiic) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement (as defined in Section 2.232.22.2 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.22.5 hereof), the Escrow Agreement (as defined in Section 2.22.3) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.22.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), . the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), . the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Insider Letter, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), the Warrant Agreement, and the Private Placement Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement (as defined in Section 2.232.26 hereof), the Trust Agreement, the Services Agreement Insider Letter (as defined in Section 2.21.32.25.1 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Purchase Rights Agreement (collectively, the “Transaction Documents”as defined in Section 2.27 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), the Private Placement Unit Purchase Agreement and the Purchase Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below), the Trust Agreement, the Services Warrant Agreement (as defined in Section 2.21.3), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.4) and the Purchase Agreement Subscription Agreements (collectively, the “Transaction Documents”as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Agreement, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) below), the Private Placement Warrants Purchase Agreement and the Purchase Agreement business combination marketing agreement, between the Company and the Representative (collectively, the “Transaction DocumentsBusiness Combination Marketing Agreement”) ), have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Private Placement Units Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.23.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement has been duly and validly authorized by the Company and constitutes the valid and binding agreements of the Company, enforceable against the Company in accordance with its terms, and the Warrant Agreement, the Warrants and the Representative’s Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company andCompany, and when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, exceptexcept in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Rights Agreement (as defined in Section 2.23) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Agreement, the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.23.6 hereof), the Private Units Subscription Agreement (as defined in Section 2.23.2 hereof), the Escrow Agreement (as defined in Section 2.23.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.23.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof) and the Purchase Escrow Agreement (collectively, the “Transaction Documents”) as defined in Section 2.24.4 have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), the Subscription Agreement and the Forward Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Subscription Agreements (as defined in Section 2.24.2 hereof), the Escrow Agreement (as defined in Section 2.21.3), 2.24.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.24.4 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Representative’s Warrant Agreement, the Warrants and the Warrant Agreement and the acquisition agreements relating to each of the Acquisition Entities (as defined in Section 2.23)above) (the “Acquisition Documents”) (each, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) a “Transaction Document” and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company Company, and, when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.3)Agreement, the Registration Rights Agreement (as defined in Section 2.21.42.22.5) and the Purchase Subscription Agreement (collectively, the “Transaction Documents”as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered, delivered will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Rights Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.42.21.5) and the Purchase Agreement Agreements (collectivelycollectively with this Agreement, the “Transaction Documents”) ), have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Amended and Restated Unit Purchase Agreement (as defined in Section 2.23.2 hereof), and the Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”2.31) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust AgreementPrivate Placement Units Purchase Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.4) and the Purchase Agreement Subscription Agreements (collectively, the “Transaction Documents”as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and, when executed and delivereddelivered by the parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.