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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has 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 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 2.21 2.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 hereof2.23), . the Trust Agreement, the Services Administrative Support Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute2.21.4), and the Representative's Purchase OptionAgreement (as defined in Section 2.21.2, has and collectively, the “Transaction Documents”) have 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 federal 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 2.21 2.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, Option has 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, Option has 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 2.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.26 hereof) and ), the Escrow Rights Agreement (as defined in Section 2.22.2 2.27 hereof) the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Representative’s Purchase Option have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof), 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 2.22), the Registration Rights Agreement (as defined in Section 2.23.3 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.23.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreements (as defined in Section 2.21.2) (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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, the Trust Agreement, the Registration Rights Agreement (as defined in Section 2.21 hereofbelow), the Trust Private Placement Units Purchase Agreement, the Forward Purchase Contract, the Services Agreement (as defined in Section 3.7.2 hereofbelow) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by business combination marketing agreement, between the Company and constituteX. Xxxxx FBR, and Inc. (the Representative's Purchase Option“Business Combination Marketing Agreement”), has have 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 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 2.21 hereof)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.24.6 below), the Escrow Business Combination Marketing Agreement (as defined in Section 2.22.2 hereof2.26 below), the Warrant Agreement, the Representative Warrants, the Rights Agreement and the Registration Rights Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 2.21 2.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, has 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, terms except (ix) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors' rights generally, (iiy) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iiiz) 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 2.21 hereof)Insider Letter, the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Warrant Agreement (as defined in Section 2.23.1) and the Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, 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 federal 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.22.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.22.4), the Insider Letter (as defined in Section 2.22.1) and the Purchase Agreements (collectively the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the federal 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 2.21 2.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, Option has 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 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreement (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has 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 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 2.21 2.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.28 hereof) and ), the Subscription Agreements, the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof), the Registration Rights Agreement (as defined in Section 2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has 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 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 2.21 hereof), the Trust Agreement, the Office Services Agreement (as defined in Section 3.7.2 2.29 hereof) and ), the Private Placement Purchase Agreements, the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has Registration Rights Agreement (as defined in Section 2.22.3 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 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 (as defined in Section 2.26 hereof), the Insider Letter (as defined in Section 2.25.1), the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.24 hereof) have been duly and validly authorized by the Company and constitute, when executed and the Representative's Purchase Option, has been duly and validly authorized delivered by the Company and, when executed and deliveredthe other parties thereto, will constitute, the constitute 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.29 hereof) and ), the Subscription Agreements, the Escrow Agreement (as defined in Section 2.22.2 hereof), the Registration Rights Agreement (as defined in Section 2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has 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 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 2.21 hereof2.23), the Trust Agreement, the Insider Letter (as defined in Section 2.21.1), the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 2.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement Agreements (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, Option has 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 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. This Agreement has been duly executed and delivered by the Company.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Insider Letter (as defined in Section 2.21.1) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) ), the Subscription Agreement and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, has 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 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 2.21 hereof)Trust Agreement, the Trust Private Placement Warrants Purchase Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.24.6 below), the Escrow Warrant Agreement (as defined in Section 2.22.2 hereof2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.5 below) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 Public Warrant Agreement (as defined in Section 2.21 hereof2.23), Private Placement Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 2.21 hereof2.23), the Trust Agreement, the Administrative Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the CFO Services Agreement (as defined in Section 2.21.6) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) ), the Subscription Agreement and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the RepresentativeUnderwriter's Purchase Option, has 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 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, the Trust Agreement, the Registration Rights Agreement (as defined in Section 2.21 hereofbelow), the Trust Private Placement Units Purchase Agreement, the Forward Purchase Contract, the Services Agreement (as defined in Section 3.7.2 hereofbelow) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by business combination marketing agreement, between the Company and constituteB. Xxxxx FBR, and Inc. (the Representative's Purchase Option“Business Combination Marketing Agreement”), has have 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 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 2.21 2.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.29 hereof) and ), the Subscription Agreement, the Escrow Agreement Agreements (as defined in Section 2.22.2 hereof), the Registration Rights Agreement (as defined in Section 2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has 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 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 2.21 2.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.26 hereof) and ), the Escrow Rights Agreement (as defined in Section 2.22.2 2.27 hereof) ), the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Representative’s Purchase Option have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 2.22 hereof), the Right Agreement (as defined in Section 2.25 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 3.7.2 2.23.1 hereof) and ), the Escrow Private Placement Warrant Purchase Agreement (as defined in Section 2.22.2 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.23.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and ), the Escrow Agreement (as defined in Section 2.22.2 hereof), the Registration Rights Agreement (as defined in Section 2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, has 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) ), the Subscription Agreement and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, has 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 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 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 2.21 2.24 hereof), the Rights Agreement (as defined in Section 2.24 hereof), the Trust AgreementAgreement (as defined in Section 1.1.2 hereof), the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have 3.7.3 hereof)have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Representatives' Purchase Option, 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 (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 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 2.21 2.22 hereof), the Trust Agreement, the Securities Subscription Agreement (as defined in Section 2.24.2 hereof), the Placement Unit Subscription Agreements (as defined in Section 2.24.3 hereof), the Registration Rights Agreement (as defined in Section 2.24.4 hereof) and the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.26 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 hereof2.23), the Trust Agreement, the Insider Letter (as defined in Section 2.21.1), the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Representatives' Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) ), the Subscription Agreement and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Underwriter’s Purchase Option, has 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 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 The Insider Letters (as defined in Section 2.21 hereof2.22.1), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.22.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by 2.22.4), the Company and constituteWarrant Agreement (as defined in Section 2.24), the Sponsor Unit Purchase Agreement and the Representative's Underwriter Unit Purchase Option, has Agreement have been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, 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 federal 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by 2.21.4), the Company and constituteInsider Letter (as defined in Section 2.21.1), and the Representative's Purchase OptionAgreements (collectively, has the “Transaction Documents”) have 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) 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, 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Insider Letter (as defined in Section 2.21.1) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 2.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 3.7.2 2.23.1 hereof) and ), the Escrow Private Placement Share Purchase Agreement (as defined in Section 2.22.2 2.23.2 hereof), the Registration Rights Agreement (as defined in Section 2.23.3 hereof) and the Business Combination Marketing Agreement (as defined in Section 2.25 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 hereof2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement, the Rights Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute2.24), and the Representative's Sponsor Unit Purchase OptionAgreement (collectively, has 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, 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 federal 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Purchase Agreements and the Capital Markets Advisory Agreement (as defined in Section 2.37) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 2.21 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.23.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 2.24 hereof), the Trust Agreement, the Services Agreement Subscription Agreements (as defined in Section 3.7.2 2.25.2 hereof) and ), the Representative’s Purchase Options, the Escrow Agreement (as defined in Section 2.22.2 2.25.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has Registration Rights Agreement (as defined in Section 2.25.6) have been duly and validly authorized by the Company and, when executed and delivered, delivered by the Company and will constitute, the constitute 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.. EarlyBirdCapital, Inc. ____________, 2012

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof) and ), the Escrow Insider Letter (as defined in Section 2.23.1), the Subscription Agreement (as defined in Section 2.22.2 2.23.2 hereof), the Rights Agreement (as defined in Section 2.22), the Warrant Agreement ( as defined in Section 2.22) and the Registration Rights Agreement (as defined in Section 2.23.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 2.20 hereof), the Trust Agreement, the Services Credit Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Mxxxxx Xxxxxx Purchase Option, Option has 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 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 2.21 2.22 hereof), the Trust Agreement, the Services Representative’s Purchase Option, the Registration Rights Agreement by and among the Company and the Insider Stockholders (the “Registration Rights Agreement”), the Placement Unit Purchase Agreement and the Subscription Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.23.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, 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 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 2.21 2.22 hereof), the Trust Agreement, the Services Agreement Agreements (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.23.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Insider Letter (as defined in Section 2.21.1) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 2.21 hereof2.23), the Trust Agreement, the Services Rights Agreement (as defined in Section 3.7.2 2.22), the Insider Letter (as defined in Section 2.24.1), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.24.3 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.24.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 hereof2.23), the Trust Agreement, the Sponsor Purchase Agreement, the Representative Purchase Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.4), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.5) and (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 Insider Letter (as defined in Section 2.25.1), the Trust Agreement (as defined in Section 2.26 hereof), the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.24 hereof) have been duly and validly authorized by the Company and constitute, when executed and the Representative's Purchase Option, has been duly and validly authorized delivered by the Company and, when executed and deliveredthe other parties thereto, will constitute, the constitute 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 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 2.21 hereof2.24), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.22.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.22.4), the Insider Letter (as defined in Section 2.22.1) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 2.21 hereof2.24), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.22.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.22.4), the Advisory Agreement (as defined in Section 2.38) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 Insider Letter (as defined in Section 2.21.1), the Trust Agreement, the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.23.1) and the Escrow Private Placement Unit Purchase Agreement (as defined in Section 2.22.2 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, 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 federal 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Advisory Agreement (as defined in Section 2.37) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 2.21 hereof2.24), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.22.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.22.4), the Insider Letter (as defined in Section 2.22.1) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the federal 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 2.21 2.24 hereof), the Trust Agreement, the Services Agreement Subscription Agreements (as defined in Section 3.7.2 2.25.2 hereof) and ), the Representative’s Purchase Option, the Escrow Agreement (as defined in Section 2.22.2 2.25.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has Registration Rights Agreement (as defined in Section 2.25.6) have been duly and validly authorized by the Company and, when executed and delivered, delivered by the Company and will constitute, the constitute 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.. EarlyBirdCapital, Inc. ____________, 2012

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof), the Subscription Agreement (as defined in Section 2.23.3 hereof), the Registration Rights Agreement (as defined in Section 2.23.3 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.23.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.17.2 hereof) the Placement Warrant Purchase Agreement (as defined in Section 2.22.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.22.3 hereof) have been duly and validly authorized by the Company and constituteCompany, and the Representative's Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreement (as defined in Section 2.21.2) (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3, the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreement (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 2.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) and the Registration Rights Agreement (as defined in Section 2.21.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, Option has 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 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 2.21 2.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 3.7.2 2.23.1 hereof) and ), the Escrow Private Placement Unit Purchase Agreement (as defined in Section 2.22.2 2.23.2 hereof), the Registration Rights Agreement (as defined in Section 2.23.3 hereof) and the Business Combination Marketing Agreement (as defined in Section 2.25 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 Rights Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute2.21.4), and the Representative's Purchase OptionSubscription Agreements (collectively, has the "Transaction Documents") have 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 federal 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 dated as of the Closing Date between the Company and American Stock Transfer & Trust Company, LLC, as Warrant Agent (the “Warrant Agent”) with respect to the Warrants, in the form attached hereto as defined in Section 2.21 hereofExhibit B (the “Warrant Agreement”), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) Warrants and the Escrow Representatives’ Warrant Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constituteCompany, and the Representative's Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 2.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the RepresentativeUnderwriter's Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 Private Placement Warrants Purchase Agreement, the Management Services Agreement (as defined in Section 2.24.6 below), the Warrant Agreement (as defined in Section 2.21 hereof), 2.27 below) and the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 3.7.2 hereof2.24.5 below) and (collectively, the Escrow Agreement (as defined in Section 2.22.2 hereof“Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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.. EarlyBirdCapital, Inc. Xxxxxxxx Inc. [●], 2022

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement, the Rights Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute2.24), and the Representative's Sponsor Unit Purchase OptionAgreement (collectively, has 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, 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 federal 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Subscription Agreement, the Sponsor Convertible Note and the Forward Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 2.21 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.23.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 hereofbelow), the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 3.7.2 hereof) below), the Private Placement Units Purchase Agreement, the Sponsor Loan Note, the Forward Purchase Contract and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by business combination marketing agreement, between the Company and constituteCantor Fxxxxxxxxx & Co. (the “Business Combination Marketing Agreement”), and the Representative's Purchase Option, has have 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, 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 (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 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 2.21 hereof2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Rights Agreement and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, 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 federal 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 2.21 2.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.26 hereof) and ), , the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 2.25.5 hereof) and the Representative’s Purchase Option have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 3.7.2 hereof2.21.3) and the Escrow Purchase Agreement (as defined in Section 2.22.2 hereof2.21.2) (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and ), the Escrow Agreement (as defined in Section 2.22.2 hereof), the Registration Rights Agreement (as defined in Section 2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, has 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 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 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Purchase Agreements and the promissory note evidencing the Sponsor Loan (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and ), the Placement Unit Purchase Agreement (as defined in Section 2.23.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 2.23.4 hereof) ), the Incentive Warrants and the Convertible Loans have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 federal and state securities laws, laws and as a matter of public policy; 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 2.21 hereof2.23), the Trust Agreement, the Insider Letter (as defined in Section 2.21.1), the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the federal 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 2.21 2.22 hereof), the Trust Agreement, the Services Service Agreement (as defined in Section 3.7.2 hereof) and ), the Founder Warrant Purchase Agreement (as defined in Section 2.23.2 hereof), the Stock Escrow Agreement (as defined in Section 2.22.2 2.23.3 hereof) and the Warrant Escrow Agreement (as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 2.22 hereof), the Trust Agreement, the Letter Agreement (as defined in Section 2.23.1 hereof), the Private Placement Share Purchase Agreement (as defined in Section 2.23.2 hereof), the Registration Rights Agreement (as defined in Section 2.23.3 hereof) and the Shareholder Advisory Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.25 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4), the Subscription Agreement, the Sponsor Convertible Note and the Forward Purchase Agreements (collectively, the "Transaction Documents") have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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 federal 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 Rights Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3), the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and constitute2.21.4), and the Representative's Purchase OptionSubscription Agreements (collectively, has the “Transaction Documents”) have 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 federal 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 2.21 hereof2.23), the Trust Agreement, the Services Agreements (as defined in Section 2.22.3), the Registration Rights Agreement (as defined in Section 3.7.2 hereof) and 2.22.4), the Escrow Agreement Insider Letter (as defined in Section 2.22.2 hereof2.22.1) and the Purchase Agreement (collectively the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the federal 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 2.21 hereof)Agreement, the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.27 hereof) and ), the Warrant Purchase Agreements, the Representative’s Purchase Option, the Escrow Agreement (as defined in Section 2.22.2 2.25.3 hereof) and the Registration Rights Agreement by and among the Company and the Initial Shareholders (“Registration Rights Agreement”) have been duly and validly authorized authorized, executed and delivered by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and 2.21.3, the Escrow Registration Rights Agreement (as defined in Section 2.22.2 hereof2.21.4) and the Purchase Agreement (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 3.7.2 hereof2.21.4) and the Escrow Purchase Agreement (as defined in Section 2.22.2 hereof2.21.2) (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, 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) 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, 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 2.21 hereof2.21.1), the Trust Agreement, the Services Agreement (as defined in Agreement (as defined in Section 3.7.2 hereof) and 2.23), the Stock Escrow Agreement (as defined in Section 2.22.2 hereof2.24) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, 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 federal 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 Investment Management Trust Agreement (as defined in Section 2.21 2.22 hereof), the Trust Agreement, the Administrative Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative's ’s Purchase Option, Option has 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 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 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) have been duly authorized, executed and validly authorized delivered by the Company and constitute, and the Representative's ’s Purchase Option, has 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) as enforceability of any indemnification or contribution provision may be limited under the 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 2.21 2.22 hereof), the Right Agreement (as defined in Section 2.23hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.24.3 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) 2.24.4 have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute 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 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.