Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. To the extent that such ML Party is not an individual, such ML Party (a) is an entity validly existing, and in good standing (or the equivalent), if applicable, under the Laws of the jurisdiction in which it is formed and (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent), if applicable, would not, individually or in the aggregate, reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party is a party and to consummate the transactions contemplated hereby and thereby. No other limited liability company or other proceedings on the part of such ML Party are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such ML Party is a party and the consummation of the transactions contemplated hereby and hereby. This Agreement has been duly executed and delivered by such ML Party and constitutes the valid and binding agreement of such ML Party, enforceable against such ML Party in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Such ML Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party Each Target Company is not an individual, such ML Party (a) is an entity duly organized or formed, validly existing, and in good standing (or the equivalent), and where such concept of good standing is applicable) under the Laws of its jurisdiction of organization or formation (or, if applicablecontinued in another jurisdiction, under the Laws of the its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if and where such concept of good standing is applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, not reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party a Material Adverse Effect and (c) each Target Company has the requisite legal entity corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby. No other limited liability company , and each of the Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. Except for the approval by the stockholders of the Company in accordance with the Company’s Governing Documents, no other corporate or equivalent proceedings on the part of such ML Party any Target Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements Agreement to which such ML Party it is a party and the consummation of to consummate the transactions contemplated hereby and herebythereby. This Agreement has been duly executed and delivered by such ML Party the Company and constitutes the valid and binding agreement of such ML Partythe Company, enforceable against such ML Party the Company in accordance with its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Correct and mandatory applicable Lawscomplete copies of the Governing Documents of the Company, as in effect on the date hereof, have been made available to Trident. Such ML Party Except as set forth on Section 3.1 of the Company Disclosure Letter, none of the Target Companies is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party Except as set forth in Schedule 3.1, each Anghami Company is not an individualduly incorporated, such ML Party (a) is an entity validly existing, existing and in good standing (or the equivalent), if applicable, ) under the Laws of the its jurisdiction in which it is formed of formation and (b) has all requisite corporate power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each Anghami Company is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets and/or properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to have or reasonably be expected a Material Adverse Effect on the Anghami Companies. The Company has provided to be Vistas accurate and complete copies of the Governing Documents of each Anghami Company, each as amended and as in effect as of the date hereof. No Anghami Company is in material on such ML Party’s ability to consummate the transactions contemplated herebyviolation of any provision of its Governing Documents. Such ML Party The Company has the all requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which such ML Party it is or is required to be a party party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each other Transaction Agreement to which it is or is required to be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company in accordance with the Company’s Governing Documents and the Laws of the jurisdiction of organization. The Required Company Shareholder Approval is the only vote or consent of the holders of any class or series of share capital of Anghami required to approve and adopt this Agreement and approve the transactions contemplated hereby. No other limited liability company or other proceedings on the part of such ML Party the Company are necessary to approve and authorize the execution, execution and delivery and performance of this Agreement and or the Ancillary other Transaction Agreements to which such ML Party is a party and the consummation of the transactions contemplated hereby and herebythereby. This Agreement has been been, and each other Transaction Agreement to which the Company is or is required to be a party shall be when delivered, duly executed and delivered by such ML Party the Company and constitutes the valid and binding agreement of such ML Partythe Company, enforceable against such ML Party the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Certain Company Shareholders have delivered, and mandatory applicable Laws. Such ML Party is has not subsequently rescinded, revoked or modified in any way, the subject Written Consent approving the adoption of any bankruptcythis Agreement and the transactions contemplated hereby, dissolutionincluding the Merger, liquidation, reorganization or similar proceedingwhich Written Consent constitutes Required Company Shareholder Approval.

Organization; Authority; Enforceability. To the extent that such ML Party Each RSI Company is not an individual, such ML Party (a) is an entity duly organized or formed, validly existing, and in good standing (or the equivalent)) under the Laws of its jurisdiction of organization or formation (or, if applicablecontinued in another jurisdiction, under the Laws of the its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, not reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party a Material Adverse Effect and (c) each RSI Company has the requisite legal entity corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or other equivalent proceedings on the part of such ML Party any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements Agreement to which such ML Party it is a party and the consummation of to consummate the transactions contemplated hereby and herebythereby. This Agreement has been duly executed and delivered by such ML Party the Company and constitutes the valid and binding agreement of such ML Partythe Company, enforceable against such ML Party the Company in accordance with its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Correct and mandatory applicable Lawscomplete copies of the Governing Documents of each RSI Company, as in effect on the Effective Date, have been made available to the Buyer. Such ML Party Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party The Company is not an individual, such ML Party (a) is an entity validly existing, a corporation duly organized and existing in good standing (or the equivalent), if applicable, under the Laws laws of the State of New York, each Subsidiary is duly organized and existing in good standing under the laws of the jurisdiction in which it is formed incorporated, and (b) the Company has and each Subsidiary has the corporate power to own its respective property and to carry on its respective business as now being conducted, and in the case of the Company, to enter into and perform all of its obligations under this Agreement and the Notes and to issue and sell the Notes. Each of the Company and its Subsidiaries is duly licensed or qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity corporation in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except state where the failure to be so licensed or qualified would have a material adverse effect on the financial condition or operations of the Company and its Subsidiaries taken as a whole and has all corporate power, material licenses, franchises and other governmental authorizations and approvals necessary to carry on its present business, with respect to which the failure to so possess would have a material adverse effect on the business, condition (financial or otherwise) or operations of the Company and its Subsidiaries taken as a whole. Schedule 8A contains complete and correct lists of (i) each jurisdiction in good standing which the Company is licensed or qualified to do business as a foreign corporation and (ii) the Subsidiaries, showing, as to each Subsidiary, the correct name thereof, the jurisdiction of the organization, each jurisdiction in which it is licensed or equivalent)qualified to do business as a foreign corporation, if applicable, would not, individually or in the aggregate, reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party is a party percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and to consummate the transactions contemplated hereby and thereby. No each other limited liability company or other proceedings on the part of such ML Party are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such ML Party is a party and the consummation of the transactions contemplated hereby and herebySubsidiary. This Agreement has been duly executed is, and the Notes when issued and delivered by such ML Party hereunder will be, legal, valid, binding and constitutes enforceable obligations of the valid and binding agreement of such ML Party, enforceable against such ML Party in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Such ML Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingCompany.

Organization; Authority; Enforceability. To the extent that such ML Party Such Seller is not an individuala series of UM Partners, such ML Party (a) is an entity LLC, a limited liability company duly formed, validly existing, and in good standing (or the equivalent), if applicable, under the Laws of the jurisdiction in which it is formed and (b) State of Delaware. Such Seller is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to have or reasonably be expected to be a material adverse effect on such ML Party’s ability to consummate the transactions contemplated herebySeller. Such ML Party Seller has the requisite legal entity limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party Seller is a party and to consummate the transactions contemplated hereby and thereby. The board of managers of such Seller has duly approved this Agreement and the Ancillary Agreements to which such Seller is a party and the transactions contemplated hereby and thereby. No other limited liability company or other proceedings on the part of such ML Party Seller are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such ML Party Seller is a party and the consummation of the transactions contemplated hereby and hereby. This Agreement has been duly executed and delivered by such ML Party Seller and constitutes the valid and binding agreement of such ML PartySeller, enforceable against such ML Party Seller in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Correct and mandatory applicable Lawscomplete copies of the Governing Documents of each Seller, as in effect on the date hereof, have been made available to the Buyer. Such ML Party Seller is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party Each RSI Company is not an individual, such ML Party (a) is an entity duly organized or formed, validly existing, and in good standing (or the equivalent)) under the Laws of its jurisdiction of organization or formation (or, if applicablecontinued in another jurisdiction, under the Laws of the its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, not reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party a Material Adverse Effect and (c) each RSI Company has the requisite legal entity corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or other equivalent proceedings on the part of such ML Party any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements Agreement to which such ML Party it is a party and the consummation of to consummate the transactions contemplated hereby and herebythereby. This Agreement has been duly executed and delivered by such ML Party the Company and constitutes the valid and binding agreement of such ML Partythe Company, enforceable against such ML Party the Company in accordance with its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Correct and mandatory applicable Lawscomplete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Such ML Party Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party The Target is not an individual, such ML Party (a) is an entity duly incorporated or formed, validly existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of incorporation or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to have or not reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party Target and (c) the Target has the requisite legal entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Parent has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby with respect to the Target, and, has taken all corporate or other legal entity action necessary in order to execute, deliver and except for the obtaining of Parent shareholder approval, perform its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. No other limited liability company or other proceedings on The Parent and Target have duly approved this Agreement and the part of such ML Party Ancillary Agreements to which they are necessary a party and to approve consummate the transactions contemplated hereby and authorize thereby and has duly authorized the execution, delivery and performance of this Agreement by the Parent and the Ancillary Agreements and to which such ML Party is a party and the consummation of consummate the transactions contemplated hereby and herebythereby. This Agreement has been duly executed and delivered by such ML Party the Parent and the Target and constitutes the valid and binding agreement of such ML Partythe Parent and the Target, enforceable against such ML Party in accordance with its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Such ML Party is not Correct and complete copies of the subject Governing Documents of any bankruptcythe Target, dissolutionas in effect on the date hereof, liquidation, reorganization or similar proceedinghave been made available to SPAC.

Organization; Authority; Enforceability. To the extent that such ML Party Each Target Company is not an individual, such ML Party (a) is an entity duly incorporated, organized or formed, validly existing, and in good standing (standing, or the equivalent), (where such concept is applicable) under the Laws of its jurisdiction of incorporation, organization or formation (or, if applicablecontinued in another jurisdiction, under the Laws of the its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if equivalent (where such concept is applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its businessassets or its leasing, ownership or operation of properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, not reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party a Target Companies Material Adverse Effect, and (c) each Target Company has the requisite legal entity corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of NewCo, the Company and Merger Sub has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby, and, if and to the extent applicable, each of the other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The board of directors of each of NewCo, the Company and Merger Sub has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by NewCo, the Company or Merger Sub, as applicable, and the Ancillary Agreements to which it is a party. No other limited liability company corporate or other proceedings equivalent action on the part of such ML Party any Target Company (including any action by the board of directors (or equivalent governing body) or holders of Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such ML Party it is a party and the consummation of to consummate the transactions contemplated hereby and herebythereby, other than the following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, (b) the written consent of the board of directors of Merger Sub, approving the Merger Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (c) the consents of NewCo and the Company, as set forth on Section 3.1 of the Company Disclosure Letter, necessary to approve, authorize and effect the Pre-Closing Reorganization, the repurchase of NewCo Common Shares pursuant to the Repurchase Agreements and the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by which the NewCo or Company is bound (the consents in clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of NewCo, the Company and Merger Sub, as applicable. This Agreement has been duly executed and delivered by such ML Party each of NewCo, the Company and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes the valid and binding agreement of each such ML Party, enforceable against each such ML Party in accordance with its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Correct and mandatory applicable Lawscomplete copies of the Governing Documents of each of NewCo, the Company and Merger Sub, as in effect on the date hereof, have been made available to SEAC. Such ML Party None of the Target Companies is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.. The Target Companies constitute all of the entities that are required or necessary to the conduct of the Business and are adequate to conduct the Business. 42

Organization; Authority; Enforceability. To the extent that such ML Party Each Company Entity is not an individual, such ML Party (a) is an entity duly formed, validly existing, and in good standing (or the equivalent), if applicable, under the Laws of the jurisdiction in which it is formed and Delaware, (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to have or not reasonably be expected to be material to such Company Entity, and (c) has all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on such ML Party’s ability to consummate the transactions contemplated herebyits businesses as presently conducted. Such ML Party Each Company Entity has the all requisite legal entity corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is or is required to be a party or bound and to consummate the transactions contemplated hereby and thereby, subject to the Company Member Approval, and each Company Entity has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby. No other limited liability company Each Company Entity’s board of managers or other proceedings on the part board of directors, as applicable, in accordance with such Company Entity’s Governing Documents and any applicable Law or Contract to which such Company Entity or any of such ML Party Company Entity’s members or stockholders is a party or by which it or its Equity Securities are bound, has duly approved this Agreement and the Ancillary Agreements to which it is or is required to be a party or bound and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by such Company Entity and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The Company Member Approval is the only vote or consent necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to which such ML Party is a party and the consummation of consummate the transactions contemplated hereby and herebythereby and, following receipt of the Company Member Approval, no other corporate or limited liability company proceedings on the part of the Company Entities is necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by such ML Party each Company Entity and constitutes the valid and binding agreement of such ML Partyeach Company Entity, enforceable against such ML Party each Company Entity in accordance with its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable LawsLaws (the “Enforceability Exceptions”). Such ML Party is not Correct and complete copies of the subject Governing Documents of any bankruptcyeach Company Entity, dissolutionas in effect on the date hereof, liquidation, reorganization or similar proceedinghave been made available to SPAC.

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

Organization; Authority; Enforceability. To the extent that such ML Party Parent is not an individual, such ML Party (a) is an entity validly existing, and in good standing (or the equivalent), if applicable, a corporation duly incorporated under the Laws of the jurisdiction in State of Delaware with the requisite corporate power and authority to enter into this Agreement and the Ancillary Documents to which it is formed a party and (b) to perform its obligations hereunder and thereunder. Each of Merger Sub I and Merger Sub II is qualified a limited liability company duly incorporated under the Laws of the State of Delaware with the requisite limited liability power and authority to do business enter into this Agreement and the Ancillary Documents to which it is in good standing (or the equivalent)a party and to perform its obligations hereunder and thereunder. Each of Parent, if applicable, as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified Merger Sub I and in good standing (or equivalent), if applicable, would not, individually or in the aggregate, reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party Merger Sub II has the requisite legal entity power corporate and limited liability company power, as applicable, and authority and has taken all requisite corporate and limited liability company action, as applicable, to execute and deliver this Agreement and the Ancillary Agreements Documents to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby. No other limited liability company or other proceedings on the part of such ML Party are necessary to approve and authorize the The execution, delivery and performance of this Agreement and the Ancillary Agreements Documents contemplated hereby to which such ML Party is a party be executed and delivered by Parent, Merger Sub I or Merger Sub II and the consummation of the transactions contemplated hereby and herebythereby have been duly authorized by all requisite corporate action on the part of Parent, Merger Sub I and Merger Sub II and no other proceedings on the part of Parent, Merger Sub I or Merger Sub II are necessary to authorize the execution, delivery or performance of this Agreement or the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II. This Agreement has and the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have been (or, when executed and delivered, will have been) duly executed and delivered by such ML Party Parent and constitutes the Merger Sub, as applicable, and constitute valid and binding agreement obligations of such ML PartyParent, Merger Sub I and Merger Sub II, enforceable against such ML Party Parent, Merger Sub I and Merger Sub II in accordance with its their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles and mandatory applicable Laws. Such ML Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingprinciples.

Organization; Authority; Enforceability. To Until the extent that such ML Party is not an individualoccurrence of the Domestication, such ML Party (a) the Buyer is an entity exempted company with limited liability duly incorporated, validly existing, existing and in good standing (or the equivalent), if applicable, under the Laws of the jurisdiction Cayman Islands and upon the occurrence of the Domestication, the Buyer will be a Delaware corporation duly formed, validly existing and in which it is formed and (b) good standing under the Laws of the State of Delaware. The Buyer is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to not have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated herebya Buyer Material Adverse Effect. Such ML Party The Buyer has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Board action on the part of the Buyer. No other limited liability company or other proceedings on the part of such ML Party the Buyer (including any action by the Buyer Board or the Buyer Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery and or performance of this Agreement and the Ancillary Agreements to which such ML Party the Buyer is a party and the consummation of the transactions contemplated hereby and herebythereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by the Buyer at Closing will be, duly executed and delivered by such ML Party Buyer and constitutes the constitute valid and binding agreement of such ML Partythe Buyer, enforceable against such ML Party the Buyer in accordance with its their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Correct and mandatory applicable Lawscomplete copies of the Second Amended and Restated Memorandum and Articles of Association of the Buyer, as in effect on the Effective Date, are filed as Exhibit 3.1 to the Form 8-K filed with the SEC on October 10, 2018. Such ML Party The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To Until the extent that such ML Party is not an individualoccurrence of the Domestication, such ML Party (a) the Buyer is an entity exempted company with limited liability duly formed, validly existing, existing and in good standing (or the equivalent), if applicable, under the Laws of the jurisdiction Cayman Islands and upon the occurrence of the Domestication, the Buyer will be a Delaware corporation duly formed, validly existing and in which it good standing under the Laws of the State of Delaware. The Buyer is formed and (b) is or will be qualified to do business and is or will be in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to not have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated herebya Buyer Material Adverse Effect. Such ML Party The Buyer has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements Agreement, to which such ML Party is a party perform its obligations hereunder and to consummate the transactions contemplated hereby hereby. The execution and therebydelivery of this Agreement, the performance of Buyer’s obligations hereunder and the transactions contemplated hereby, have been duly approved and authorized by all requisite Board action on the part of the Buyer. No other limited liability company or other proceedings on the part of such ML Party the Buyer (including, without limitation, any action by the Board or shareholders of the Buyer), except for the receipt of the Required Vote, are necessary to approve and authorize the executionexecution and delivery of this Agreement, delivery and the performance of this Agreement and the Ancillary Agreements to which such ML Party is a party Buyer’s obligations hereunder and the consummation of the transactions contemplated hereby and hereby. This Agreement has been duly executed and delivered by such ML Party the Buyer and (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the valid and binding agreement of such ML Partythe Buyer, enforceable against such ML Party the Buyer in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles and mandatory applicable Lawsprinciples. Such ML Party The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To Each member of the extent that such ML Party is not an individualCompany Group and each Company Fund, such ML Party as applicable: (a) is an entity duly organized or formed, validly existing, and in good standing (or the equivalent)) under the Laws of its jurisdiction of organization or formation (or, if applicablecontinued in another jurisdiction, under the Laws of the its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its businessassets and/or its leasing, ownership or operation of properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent)) would not have a Company Material Adverse Effect, if applicable, would not, individually or in the aggregate, reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party and (c) has the requisite legal entity organizational power and authority to execute own, lease and operate its properties and to carry on its businesses as presently conducted. Correct and complete copies of the Governing Documents of each member of the Company Group and each Company Fund, as in effect on the date of this Agreement, have been made available to Parent. The Company Group has all requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform this Agreement and the each other Ancillary Agreements Agreement to which such ML Party it is or will be a party and to consummate the transactions contemplated hereby Transactions in accordance with the terms hereof and therebythereof. No other limited liability company or other proceedings on the part of such ML Party are necessary to approve and authorize the execution, delivery and performance of this This Agreement and the other Ancillary Agreements to which such ML Party any member of the Company Group is or will be a party and the consummation of the transactions contemplated hereby and hereby. This Agreement has been or will be (upon its execution) duly and validly executed and delivered thereby and, assuming the due authorization, execution and delivery of this Agreement or such other Ancillary Agreements by such ML Party and the other parties thereto, constitutes the valid or will (upon its execution) constitute a valid, legal and binding agreement of each member the Company Group executing this Agreement and each such ML PartyAncillary Agreement, enforceable against such ML Party member of the Company Group in accordance with its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or other Laws affecting creditors’ rights generally, by and to general equitable principles and mandatory applicable Lawsequity principles. Such ML Party None of the Company Group nor any Company Fund is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party Each BioTE Company is not an individual, such ML Party (a) is an entity duly organized or formed, validly existing, existing and in good standing (or the equivalent)) under the Laws of its jurisdiction of organization or formation (or, if applicablecontinued in another jurisdiction, under the Laws of the its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to not have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party a Material Adverse Effect and (c) each BioTE Company has the requisite legal entity limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby. No , and each of the BioTE Companies have taken all limited liability company action necessary in order to execute, deliver and perform their respective obligations hereunder and under and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and no other limited liability company or other proceedings on the part of such ML Party any BioTE Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements Agreement to which such ML Party it is a party and the consummation of to consummate the transactions contemplated hereby and herebythereby. This Agreement has been duly executed and delivered by such ML Party the Company and constitutes the valid and binding agreement of such ML Partythe Company, enforceable against such ML Party the Company in accordance with its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles (the “Enforceability Exceptions”). Correct and mandatory applicable Lawscomplete copies of the Governing Documents of each BioTE Company, as in effect on the Effective Date, have been made available to the Buyer. Such ML Party None of the BioTE Companies is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party Each ZB Company is not an individual, such ML Party (a) is an entity duly incorporated or formed, validly existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of incorporation or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to have or not reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party ZB Companies and (c) each ZB Company has the requisite legal entity power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each ZB Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby. No other limited liability company , and each ZB Company has taken all corporate or other proceedings on legal entity action necessary in order to execute, deliver and perform its respective obligations hereunder and to consummate the part of such ML Party are necessary transactions contemplated hereby and thereby. Each ZB Company has duly approved this Agreement and the Ancillary Agreements to approve which it is a party and authorize to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreements and to which such ML Party is a party and the consummation of consummate the transactions contemplated hereby and herebythereby. This Agreement has been duly executed and delivered by such ML Party the ZB Companies and constitutes the valid and binding agreement of such ML Partythe ZB companies, enforceable against such ML Party in accordance with its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Such ML Party is not Correct and complete copies of the subject Governing Documents of any bankruptcyeach ZB Company, dissolutionas in effect on the date hereof, liquidation, reorganization or similar proceedinghave been made available to SPAC.

Organization; Authority; Enforceability. To the extent that such ML Party dMY is not an individuala corporation duly incorporated, such ML Party (a) is an entity validly existing, existing and in good standing (or the equivalent), if applicable, under the Laws of the jurisdiction in which it is formed and (b) State of Delaware. dMY is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction in which the character of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to not have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated herebya dMY Material Adverse Effect. Such ML Party dMY has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which dMY is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite dMY Board action on the part of dMY. No other limited liability company or other proceedings on the part of such ML Party dMY (including any action by dMY Board or dMY Stockholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery and or performance of this Agreement and the Ancillary Agreements to which such ML Party dMY is a party and the consummation of the transactions contemplated hereby and herebythereby. This Agreement has been been, and the Ancillary Agreements to be executed and delivered by dMY at Closing will be, duly executed and delivered by such ML Party dMY and constitutes the constitute valid and binding agreement of such ML PartydMY, enforceable against such ML Party dMY in accordance with its their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles and mandatory applicable Lawsprinciples. Such ML Party dMY is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party Parent is not an individual, such ML Party (a) is an entity validly existing, and in good standing (or the equivalent), if applicable, a corporation duly incorporated under the Laws of the jurisdiction in which it is formed and (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction in which the character State of its properties, or in which the transaction of its business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent), if applicable, would not, individually or in the aggregate, reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party has Delaware with the requisite legal entity power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which such ML Party is a party and to consummate the transactions contemplated hereby and therebyperform its obligations hereunder. No other limited liability company or other proceedings on the part of such ML Party are necessary to approve and authorize the The execution, delivery and performance of this Agreement and the Ancillary Agreements other agreements contemplated hereby to which such ML Party is a party be executed and delivered by Parent and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent and no other proceedings on the part of Parent are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement has been duly and the other agreements contemplated hereby to be executed and delivered by such ML Party and constitutes the Parent constitute valid and binding agreement obligations of such ML PartyParent, enforceable against such ML Party Parent in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Holdings and mandatory applicable LawsBuyer are limited liability companies duly incorporated under the Laws of the State of Delaware with the requisite power and authority to enter into this Agreement and to perform their obligations hereunder. Such ML Party is not The execution, delivery and performance of this Agreement and the subject other agreements contemplated hereby to be executed and delivered by each of any Holdings and Buyer and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all requisite limited liability company action on the part of each of Holdings and Buyer and no other proceedings on the part of either Holdings or Buyer are necessary to authorize the execution, delivery or performance of this Agreement or the other agreements contemplated hereby. This Agreement and the other agreements contemplated hereby to be executed and delivered by Holdings or Buyer constitute valid and binding obligations of Holdings or Buyer (as applicable), enforceable against Holdings or Buyer (as applicable) in accordance with its terms, except as such may be limited by bankruptcy, dissolution, liquidationinsolvency, reorganization or similar proceedingother Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. To the extent that such ML Party Each Xxx Company is not an individual, such ML Party (a) is an entity duly organized or formed, validly existing, and in good standing (or the equivalent), if applicable, ) under the Laws of the its jurisdiction in which it is formed and of organization or formation, (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets and/or properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to not have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party a Material Adverse Effect and (c) each Xxx Company has the requisite legal entity corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby. The board of managers of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or other proceedings on the part of such ML Party the Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements Agreement to which such ML Party it is a party and the consummation of the transactions contemplated hereby and herebythereby. This Agreement has been duly executed and delivered by such ML Party the Company and constitutes the valid and binding agreement of such ML Partythe Company, enforceable against such ML Party the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Correct and mandatory applicable Lawscomplete copies of the Governing Documents of each Xxx Company, as in effect on the date hereof, have been made available to the Buyer. Such ML Party Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the Utz Companies is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party Each Target Company is not an individual, such ML Party (a) is an entity duly organized or formed, validly existing, and in good standing (or the equivalent), and where such concept of good standing is applicable) under the Laws of its jurisdiction of organization or formation (or, if applicablecontinued in another jurisdiction, under the Laws of the its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if and where such concept of good standing is applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, not reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party a Material Adverse Effect and (c) each Target Company has the requisite legal entity corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of NewCo, the Company, MidCo and Merger Sub has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby, and each of the other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The board of directors of each of NewCo, the Company, MidCo and Merger Sub has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by NewCo, the Company, MidCo or Merger Sub, as applicable, and the Ancillary Agreement to which it is a party. No other limited liability company corporate or other equivalent proceedings on the part of such ML Party any Target Company (including any action by the board of directors (or equivalent governing body) or holders of Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements Agreement to which such ML Party it is a party and the consummation of to consummate the transactions contemplated hereby and herebythereby, other than the following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (b) the consents of NewCo and the Company, as set forth on Section 3.1 of the Company Disclosure Letter, necessary to approve, authorize and effect the Pre-Closing Reorganization, the Redemption and the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by which the NewCo or Company is bound (the consents in clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of NewCo, the Company and Merger Sub, as applicable, and all applicable contracts by which NewCo, the Company or Merger Sub is bound. This Agreement has been duly executed and delivered by such ML Party each of NewCo, the Company, MidCo and Merger Sub, and constitutes the valid and binding agreement of each of such ML Party, enforceable against each such ML Party in accordance with its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Correct and mandatory applicable Lawscomplete copies of the Governing Documents of each of NewCo, the Company, MidCo and Merger Sub, as in effect on the date hereof, have been made available to dMY. Such ML Party Except as set forth on Section 3.1 of the Company Disclosure Letter, none of the Target Companies is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party Each Eos Company and Newco Company is not an individual, such ML Party (a) is an entity a limited liability company, duly formed, duly organized, validly existing, and in good standing (or the equivalent), if applicable, ) under the Laws of the its jurisdiction in which it is formed of formation and (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its properties, business or in which the transaction locations of its business, assets and/or properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, not reasonably be expected to have or reasonably be expected a Material Adverse Effect on the Eos Companies. Each Eos Company and Newco Company has all requisite limited liability company power and authority to be material own, lease and operate its properties and to carry on such ML Party’s ability to consummate its business as now being conducted. Each of the transactions contemplated hereby. Such ML Party Company and Newco has the requisite legal entity limited liability company power and authority and has taken all requisite limited liability company action to execute and deliver this Agreement and the Ancillary Agreements Documents to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby. No The Board has duly approved this Agreement, the Ancillary Documents and the other limited liability company or other proceedings on transaction contemplated hereby and thereby and has duly authorized the part of such ML Party are necessary to approve execution and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such ML Party is a party Documents, and directed that the adoption of this Agreement and the consummation Ancillary Documents be submitted to the Preferred Members for consideration and recommended that all of the Preferred Members adopt this Agreement and the Ancillary Documents. The Company Unitholder Approval is the only vote or consent of any of the holders of Units of the Company necessary to adopt this Agreement and the Ancillary Documents under the DLLCA and its organizational documents, each as in effect at the time of such adoption and approval. As of the date of this Agreement, the approval of the Company, as the sole member of Newco, is the only vote or consent necessary for Newco to adopt this Agreement and the Ancillary Documents and the transactions contemplated hereby and herebythereby under the DLLCA and its organizational documents, each as in effect at the time of such adoption and approval. This Agreement has and the Ancillary Documents to which each of the Company and Newco is a party have been (or, when executed and delivered, will have been) duly executed and delivered by such ML Party the Company and constitutes Newco and, subject to the Company Unitholder Approval, assuming the due and valid authorization, execution, and delivery by each other party hereto or thereto, this Agreement and the Ancillary Documents to which each of the Company and Newco is or proposed to be a party constitute valid and binding agreement agreements of such ML Partyeach of the Company and Newco, enforceable against such ML Party each of the Company and Newco in accordance with its their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. True and mandatory applicable Laws. Such ML Party is not complete copies of the subject Governing Documents of any bankruptcyeach Eos Company and Newco Company, dissolutionas in effect on the date hereof, liquidation, reorganization or similar proceedinghave been made available to Parent.

Organization; Authority; Enforceability. To the extent that such The ML Party is not an individual, such ML Party Companies are (a) is an entity duly organized or formed, validly existing, and in good standing (or the equivalent), if applicable, under the Laws of its jurisdiction of organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to have or not reasonably be expected to be material on such to the ML Party’s ability to consummate the transactions contemplated hereby. Such Companies and (c) each ML Party Company has the requisite legal entity corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to which such ML Party is a party consummate the transactions contemplated hereby and thereby, and the Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. No The Company has duly approved this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The ML Parties’ Approval is the only vote or consent necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and, following receipt of the ML Parties’ Approval, no other limited liability company or other corporate proceedings on the part of such the Company or the ML Party Parties are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to which such ML Party is a party and the consummation of consummate the transactions contemplated hereby and herebythereby. This Agreement has been duly executed and delivered by such ML Party the Company and constitutes the valid and binding agreement of such ML Partythe Company, enforceable against such ML Party the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Such Correct and complete copies of the Governing Documents of each ML Party is not Company, as in effect on the date hereof, have been made available to the Investor. Except as set forth on Section 4.1 of the Company and ML Parties’ Disclosure Letter, none of the ML Companies are the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. To the extent that such ML Party Each OppFi Company is not an individual, such ML Party (a) is an entity duly organized or formed, validly existing, existing and in good standing (or the equivalent)) under the Laws of its jurisdiction of organization or formation (or, if applicablecontinued in another jurisdiction, under the Laws of the its current jurisdiction in which it is formed and of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent), if applicable, as a foreign entity ) in each jurisdiction the jurisdictions in which the character conduct of its propertiesbusiness or locations of its assets and/or its leasing, ownership, or in which the transaction operation of its business, properties makes such qualification necessary, except where the failure to be so qualified and to be in good standing (or the equivalent), if applicable, ) would not, individually or in the aggregate, reasonably be expected to not have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party a Material Adverse Effect and (c) each OppFi Company has the requisite legal entity limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party it is a party and to consummate the transactions contemplated hereby and thereby. No , and each of the OppFi Companies have taken all limited liability company action necessary in order to execute, deliver and perform their respective obligations hereunder and under and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and no other limited liability company or other proceedings on the part of such ML Party any OppFi Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements Agreement to which such ML Party it is a party and the consummation of to consummate the transactions contemplated hereby and herebythereby. This Agreement has been duly executed and delivered by such ML Party the Company and constitutes the valid and binding agreement of such ML Partythe Company, enforceable against such ML Party the Company in accordance with its terms, except as such may be limited by subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, generally and by general equitable principles principles. Correct and mandatory applicable Lawscomplete copies of the Governing Documents of each OppFi Company, as in effect on the Effective Date, have been made available to the Buyer. Such ML Party None of the OppFi Companies is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.