Common use of Authorization; No Breach Clause in Contracts

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants, and, and subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement (as applicable) and this Agreement, the Private Placement Warrants, Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants, Warrants and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants, Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Sponsor Warrants, and, and subject to proper exercise of the Private Placement Sponsor Warrants and against payment therefor, the Shares underlying such Private Placement Sponsor Warrants, have been duly authorized by the CompanyCompany as of the applicable Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants, Sponsor Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each the applicable Closing Date.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each the Closing Date.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the CompanyCompany as of each Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants, Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its his terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants, will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each Closing Date.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants, and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the Company. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants, Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each applicable Closing Date.

Authorization; No Breach. (i) The execution, delivery and performance of this Agreement and the Private Placement Warrants, Warrants and, subject to proper exercise of the Private Placement Warrants and against payment therefor, the Shares underlying such Private Placement Warrants, have been duly authorized by the CompanyCompany as of the Closing Date. This Agreement constitutes the valid and binding obligation of the Company, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other laws of general applicability relating to or affecting creditors’ rights and to general equitable principles (whether considered in a proceeding in equity or law). Upon issuance in accordance with, and payment pursuant to, the terms of the Warrant Agreement and this Agreement, the Private Placement Warrants, Warrants will constitute valid and binding obligations of the Company, enforceable in accordance with their terms as of each the Closing Date.