Common use of Due Authorization Clause in Contracts

Due Authorization. (a) SPAC has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPAC, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Agreement to which SPAC it is or will be a party and and, upon receipt of approval of the documents Acquiror Shareholder Matters by the Acquiror Shareholders, to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No applicable Acquiror Party and, no other company corporate or equivalent proceeding on the part of SPAC any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Pubco, Corp Merger Sub and LLC Merger Sub required for the documents contemplated hereby (other than the SPAC Shareholder Approval)Transactions. This Agreement has been, and at each such Transaction Agreement to which such Acquiror Party is or prior to the Merger Closing, the other documents contemplated hereby will be a party has been or will be, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC such Acquiror Party is or will be a party and the other documents contemplated hereby and thereby party, constitutes or will constitute, constitute a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are adjourned or postposed, the only votes of the holders of any of SPACAcquiror’s Securities that are members necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing, and the approval of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Acquiror Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactions.

Due Authorization. (a) SPAC Acquiror has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (ii) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board of directors of SPAC Acquiror and (B) determined by the board of directors of SPAC Acquiror as advisable to SPAC Acquiror and the SPAC Acquiror Shareholders and recommended for approval by the SPAC Acquiror Shareholders. No other company proceeding on the part of SPAC Acquiror is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Acquiror Shareholder Approval). This Agreement has been, and at or prior to the Merger Amalgamation Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACAcquiror, and this Agreement constitutes, and at or prior to the Merger Amalgamation Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACAcquiror, enforceable against SPAC Acquiror in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present: (i) the Transaction Proposals as Proposal identified in the Proxy/Registration Statement described in clause (A) of Section 10.2(a)(i) shall require approval by special resolution (as defined in the Cayman Companies Act) of the Acquiror’s Shareholders (which requires an affirmative vote of the holders of SPAC at least two-thirds of the issued and out outstanding Acquiror Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with Acquiror’s Governing Documents)) at a shareholders’ meeting duly called by the board of directors of Acquiror and held for such purpose; (ii) each of those Transaction Proposals identified in clauses (B) and (C) of Section 10.2(a)(i), in each case, shall require approval by an Ordinary Resolution (as defined in the Acquiror’s Governing Documents), which requires an affirmative vote of the holders of at least a majority of the issued and outstanding Acquiror Shares entitled to vote who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the board of directors of Acquiror and held for such purpose; (c) The foregoing votes (which include the SPAC Acquiror Shareholder Approval) are the only votes of the holders of any of SPACAcquiror’s Securities that are Shares necessary in connection with entry into this Agreement by SPAC Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing and the Amalgamation Closing. (d) At a meeting duly called and held, the board of directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC Each MediaAlpha Party has all requisite corporate full right, power and authority to execute and deliver, to the extent a party thereto, (i) execute this Agreement, (ii) the tax receivables agreement (the “Tax Receivables Agreement”) among the Company, the Selling Stockholder, the LLC and deliver the other parties thereto, (iii) the fourth amended and restated limited liability company agreement of the LLC (the “LLC Agreement”), (iv) the reorganization agreement (the “Reorganization Agreement”) among the Company, GHI, the LLC, the Selling Stockholder, the Founders and their respective Founder Holding Vehicles (each as defined in the Reorganization Agreement), Insignia (as defined in the Reorganization Agreement), QL LLC (as defined in the Reorganization Agreement), the Senior Executives (as defined in the Reorganization Agreement) and the other parties thereto, (v) the stockholders’ agreement (the “Stockholders’ Agreement”) among the Founders and their respective Founder Holding Vehicles (each as defined in the Stockholders’ Agreement), the Company, the Selling Stockholder and the other parties thereto, and (vi) the registration rights agreement (the “Registration Rights Agreement” and, together with this Agreement, the other Tax Receivables Agreement, the LLC Agreement, the Reorganization Agreement, and the Stockholders’ Agreement, the “Transaction Documents”) among the Company and certain stockholders party thereto, and to perform its obligations hereunder and thereunder; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the Transaction Documents to which SPAC it is a party and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed consummation by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party and the documents transactions contemplated hereby and thereby and the consummation of the Transactions have has been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPAC, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitytaken. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) SPAC Other than the Acquiror Shareholder Approval, Acquiror has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement, Agreement and the other Transaction Documents documents to which SPAC it is a party and the documents contemplated hereby and thereby(subject to the approvals described in Section 5.7), and (ii) to consummate the Transactions transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, Agreement and the other Transaction Documents documents to which SPAC Acquiror is a party and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) favorably recommended by the Special Committee of the Acquiror Board, (B) duly and validly authorized and approved by the board of directors of SPAC Acquiror Board and (BC) determined by the board Special Committee of directors of SPAC the Acquiror Board and the Acquiror Board as advisable to SPAC Acquiror and the SPAC Acquiror Shareholders and recommended for approval by the SPAC Acquiror Shareholders. No other company proceeding on the part of SPAC Acquiror is necessary to authorize this Agreement and the documents to which Acquiror is a party contemplated hereby (other than the SPAC Shareholder Approval)hereby. This Agreement has been, and at on or prior to the Merger Initial Closing, the other documents to which Acquiror is a party contemplated hereby will be, duly and validly executed and delivered by the SPACAcquiror, and this Agreement constitutes, and at on or prior to the Merger Initial Closing, the other Transaction Documents documents to which SPAC Acquiror is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACAcquiror, enforceable against SPAC Acquiror in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present: (i) the Transaction Proposals as Proposal identified in clause (A) of Section 9.2(a)(i) shall require approval by special resolution (as defined in the Proxy/Registration Statement described in Section 10.2(a)(iCayman Companies Act) by of the Acquiror’s Shareholders, which requires an affirmative vote of the holders of SPAC at least two-thirds of the issued and outstanding Acquiror Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the board of directors of Acquiror and held for such purpose; (ii) each of those Transaction Proposals identified in clauses (B) and (C) of Section 9.2(a)(i), in each case, shall require approval by an Ordinary Resolution (as defined in the Acquiror Charter), which requires an affirmative vote of the holders of at least a majority of the issued and outstanding Acquiror Shares entitled to vote who attend (which include in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the SPAC board of directors of Acquiror and held for such purpose. (c) The foregoing votes (including the Acquiror Shareholder Approval) are the only votes of the holders of any of SPACAcquiror’s Securities that are Shares necessary in connection with entry into this Agreement by SPAC Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Merger Initial Closing and the Acquisition Closing. (d) At a meeting duly called and held, the Special Committee has recommended the Acquiror Board approve the transactions contemplated by this Agreement as a Business Combination, and at a meeting duly called and held, the Acquiror Board has approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC Each of Parent and Mxxxxx Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party at the Effective Time and (subject to the receipt of the Consents described in Section 6.4, the Parent Shareholder Approval and the documents contemplated hereby and thereby, and (iiMerger Sub Shareholder Approval) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution and delivery by each of Parent and Merger Sub of this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party and at the documents contemplated hereby and thereby Effective Time and the consummation by each of Parent and Merger Sub of the Transactions have been (A) duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC Parent Shareholder Approval and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Merger Sub Shareholder Approval, no other company proceeding corporate action on the part of SPAC Parent or Merger Sub is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party at the Effective Time. Each of this Agreement and the documents contemplated hereby (other than Transaction Documents to which it is or will be a party at the SPAC Shareholder Approval). This Agreement Effective Time has been, or when executed and at or prior to the Merger Closing, the other documents contemplated hereby delivered will be, duly and validly executed and delivered by the SPAC, Parent and (assuming that this Agreement constitutes, and at or prior to the Merger Closing, the such other applicable Transaction Documents to which SPAC each of the Company or SpinCo is or will be a party and at the other documents contemplated hereby and thereby will constitute, Effective Time constitutes a legal, valid and binding obligation of SPACeach of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Parent and Merger Sub (as applicable), enforceable against SPAC Parent and Merger Sub (as applicable) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) The votes on the Assuming that a quorum (as determined pursuant to Parent’s Governing Documents) is present: (i) each of those Transaction Proposals as identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by a special resolution under the Proxy/Registration Statement described in Section 10.2(a)(i) by CICA (being the affirmative vote of the holders of SPAC Ordinary Shares at least two-thirds of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); (which include ii) each of those Transaction Proposals identified in clauses (D), (E), (F) and (I), of Section 7.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the SPAC Shareholder Approvalaffirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (iii) each of those Transaction Proposals identified in clauses (G) and (H), of Section 7.4(e)(ii), in each case, shall require approval by the number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and the Governing Documents of Parent. (c) The foregoing votes are the only votes of the holders of any of SPACParent’s Securities that are share capital necessary in connection with entry into this Agreement by SPAC Pxxxxx and Merger Sub and the consummation of the Transactions, including the Merger Closing. (d) At a meeting duly called and held, or by written resolutions of the Parent Board signed by all directors of the Parent in lieu of a meeting, the Parent Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) SPAC Seller Parent has all requisite necessary corporate power and authority to (i) execute execute, deliver and deliver perform its obligations under this AgreementAgreement and the Ancillary Agreements, to the other Transaction Documents to which SPAC is extent it will be a party thereto, and the documents contemplated hereby and thereby, and (ii) consummate consummation of the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party and the documents transactions contemplated hereby and thereby and the consummation execution and delivery of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby Ancillary Agreements to the extent it will be a party thereto, and the performance of all of its obligations hereunder and thereunder have been duly authorized by Seller Parent. The signing, delivery and performance by Seller Parent of this Agreement and the Ancillary Agreements is not prohibited or limited by, and shall not result in a material breach of or a material default under, any provision of the Organizational Documents of Seller Parent, or of any material Contract binding on Seller Parent, or of any applicable Order, and shall not result in any Lien on any of the Acquired Assets (other than as may result from the SPAC Shareholder Approvalaction of the Buyers). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by Seller Parent, and the SPACAncillary Agreements will, at the Closing, be duly executed and delivered by Seller Parent to the extent Seller Parent is party thereto, and this Agreement constitutes, and when executed and delivered by Seller Parent, to the extent Seller Parent is party thereto, the Ancillary Agreements will constitute, legal, valid and binding obligations of Seller Parent enforceable against Seller Parent in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally. Seller Parent has on behalf of each Seller the power and authority to make the representations and warranties and enter into the covenants contained herein. (b) Each Seller Party has all necessary corporate power and authority to execute, deliver and perform its obligations under the Ancillary Agreements(s) to which it is a party, and the execution and delivery of such agreement(s) and the performance of all of its obligations thereunder will prior to the Closing have been duly authorized by each such Seller Party. The signing, delivery and performance by each Seller Party of the Ancillary Agreement(s) to which it is a party are not prohibited or limited by, and shall not result in a material breach of or a material default under, any provision of the Organizational Documents of such Seller Party, or of any material Contract binding on such Seller Party, or of any applicable Order, and shall not result in any Lien on any of the Acquired Assets (other than as may result from the action of the Buyers). The Ancillary Agreements, upon their delivery at or prior to the Merger Closing, the other Transaction Documents to which SPAC will have been duly executed and delivered by each Seller Party that is a party thereto and constitute the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACeach Seller Party that is a party thereto, enforceable against SPAC each such Seller Party in accordance with its their respective terms, subject to except as enforceability may be limited or affected by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and similar reorganization or other Laws of general application relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitygenerally. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) SPAC Each of Acquiror and Xxxxxx Sub has all requisite corporate power and authority to (ia) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (iib) subject to obtaining the Acquiror Stockholder Approval, consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby and the consummation of the Transactions have been (Ai) duly and validly authorized and approved by the board Acquiror Board and by Acquiror as the sole stockholder of directors of SPAC Merger Sub and (Bii) determined by the board of directors of SPAC Acquiror Board as advisable to SPAC Acquiror and the SPAC Shareholders Acquiror Stockholders and (iii) recommended for approval by the SPAC ShareholdersAcquiror Stockholders. No other company proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Acquiror Stockholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACeach of Acquiror and/or Merger Sub, as applicable, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACeach of Acquiror and/or Merger Sub, as applicable, enforceable against SPAC Acquiror and/or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present, the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are Acquiror Stockholder Approval is the only votes of the holders vote of any of SPACAcquiror’s Securities that are capital stock necessary in connection with entry into this Agreement by SPAC Acquiror and Merger Sub and the consummation of the Transactions, including the Merger Closing. (c) At a meeting duly called and held, the Acquiror Board has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC The Company has all the requisite corporate power and authority to (i) execute enter into this Agreement and deliver this Agreement, each of the other Transaction Documents to which SPAC it is a party and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery by the Company of this Agreement, Agreement and each of the other Transaction Documents to which SPAC it is a party, the issuance, sale and delivery of the Preferred Shares and the Warrants by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Common Stock issuable upon conversion of the Series B Preferred Stock (the "Conversion Shares") and the documents reservation, issuance and sale of the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (i) are within the corporate power and the consummation authority of the Transactions Company and (ii) have been duly authorized by all necessary corporate action of the Company, subject to (A) duly the approval and validly authorized and approved adoption of each Series B Certificate of Designation by the board of directors of SPAC and Company Board, (B) determined by the board of directors of SPAC as advisable to SPAC Series A Holder Approval and (C) the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Company Stockholder Approval). This Agreement has been, and at or prior to the Merger Closing, each of the other documents contemplated hereby will Transaction Documents to which the Company is a party when executed and delivered by the Company shall be, duly and validly executed and delivered by the SPACCompany. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and at or prior to the Merger Closing, the each of such other Transaction Documents to which SPAC is a party when executed and delivered by the other documents contemplated hereby and thereby will Company shall constitute, a legal, valid and binding obligation agreement of SPAC, the Company enforceable against SPAC the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) . The votes on terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of each series of the Transaction Proposals Series B Preferred Stock shall be as identified set forth in the Proxy/Registration Statement described Series B Certificate of Designation pursuant to which such series shall be issued. The Preferred Shares have been validly reserved for issuance and, when issued and delivered in Section 10.2(a)(i) by holders accordance with the terms of SPAC Ordinary Shares (which include this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the SPAC Shareholder Approval) are the only votes preemptive or other similar rights of the holders stockholders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC the Company. The Conversion Shares and the consummation Warrant Shares have been validly reserved for issuance and, when issued and delivered in accordance with the terms of the Transactionsapplicable Series B Certificate of Designation and the Warrants, including respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the Merger Closingpreemptive or other similar rights of the stockholders of the Company.

Due Authorization. (a) SPAC has all the requisite corporate power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Agreement to which SPAC it is or will be a party and (subject to the documents consents, approvals, authorizations and other requirements described in Section 5.05 and the SPAC Shareholder Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the Agreement and such other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board of directors of SPAC Board and, other than the consents, approvals, authorizations and (B) determined by the board of directors of SPAC as advisable to SPAC other requirements described in Section 5.05 and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Shareholder Approval, no other company corporate proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby or any other Transaction Agreements or SPAC’s performance hereunder or thereunder (other than except that the SPAC Shareholder ApprovalApproval is a condition to the consummation of the First Merger). This Agreement has been, and at each such other Transaction Agreement has been or prior to the Merger Closing, the other documents contemplated hereby will bebe (when executed and delivered by SPAC), duly and validly executed and delivered by the SPACSPAC and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the each such other Transaction Documents to which SPAC is Agreement constitutes or will constitute a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The only approvals or votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of required from the holders of any of SPAC’s Equity Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Closing are as set forth on Section 5.02(b) of the SPAC Disclosure Letter. (c) At a meeting duly called and held, the SPAC Board has unanimously (i) determined that it is in the best interests of SPAC and the SPAC Shareholders, and declared it advisable, for SPAC to enter into this Agreement and the other Transaction Agreements to which it is or will be a party, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof, (iii) approved the Transactions as a Business Combination, (iv) approved this Agreement, the other Transaction Agreements to which it is or will be a party and the Transactions, including the Mergers, the First Plan of Merger Closingand the Second Plan of Merger and (v) adopted a resolution recommending to its shareholders the approval of the SPAC Transaction Proposals.

Due Authorization. (a) SPAC Each of Acquiror, First Merger Sub and Second Merger Sub has all requisite corporate power and authority to (ix) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (iiy) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (Ai) duly and validly authorized and approved by the board Acquiror Special Commitee and by Acquiror as the sole and managing member or shareholder, as applicable, of directors of SPAC First Merger Sub and Second Merger Sub and (Bii) determined by the board of directors of SPAC Acquiror Special Commitee as advisable to SPAC Acquiror and the SPAC Acquiror Shareholders and recommended for approval by the SPAC Acquiror Shareholders. No other company proceeding on the part of SPAC Acquiror, First Merger Sub and Second Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC (i) Acquiror Shareholder ApprovalApproval and (ii) the consent of the holders of Acquiror Class B Ordinary Shares to the Domestication and the transactions contemplated thereby (the “Acquiror Class B Holder Consent”), which shall be delivered to Acquiror on or prior to the date of the Acquiror Shareholders’ Meeting). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of Acquiror, First Merger Sub and Second Merger Sub, to the SPACextent a party thereto, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of SPACeach of Acquiror, First Merger Sub and Second Merger Sub, to the extent a party thereto, enforceable against SPAC Acquiror, First Merger Sub and Second Merger Sub, to the extent a party thereto, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on Acquiror Shareholder Approval and the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) Acquiror Class B Holder Consent are the only votes of the holders of any of SPACAcquiror’s Securities that are share capital necessary in connection with entry into this Agreement by SPAC Acquiror, First Merger Sub and Second Merger Sub and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (c) At a meeting duly called and held, the Acquiror Special Commitee has approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC Each of the Monocle Parties has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and to which SPAC is a party and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderhereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreement and the consummation of the Transactions transactions contemplated hereby have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the directors, board of directors managers or managing member, as applicable, of SPAC each Monocle Party, and no other corporate action or limited liability company action, as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding applicable on the part of SPAC any Monocle Party is necessary to authorize this Agreement and the documents contemplated hereby (other than (x) the SPAC Shareholder Monocle Stockholder Approval, (y) the adoption of this Agreement by NewCo in its capacity as the sole stockholder of Merger Sub 1 and Parent in its capacity as the sole member of Merger Sub 2, which adoptions will occur immediately following execution of this Agreement by Merger Sub 1 and Merger Sub 2, respectively, and (z) the adoption of this Agreement by Monocle in its capacity as the sole stockholder of NewCo, which adoption will occur immediately following the execution of this Agreement by NewCo). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by each of the SPACMonocle Parties and, and assuming this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, constitutes a legal, valid and binding obligation of SPACthe other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of the Monocle Parties, enforceable against SPAC each of the Monocle Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on affirmative vote of the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include a majority of the SPAC Shareholder Approval) outstanding shares of Monocle Common Stock entitled to vote at the Monocle Stockholders’ Meeting, assuming a quorum is present, to approve the Merger Proposals are the only votes of the holders of any of SPACMonocle’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC the Monocle Parties, and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (c) At a meeting duly called and held, the board of directors of Monocle has unanimously (i) determined that this Agreement and the transactions contemplated hereby are advisable and in the best interests of Monocle’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the Trust Account; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the Pre-Closing Monocle Holders approval of the transactions contemplated by this Agreement.

Due Authorization. (a) SPAC Each Acquiror Entity has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (ii) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACeach of Acquiror Entity, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACeach Acquiror Entity, enforceable against SPAC each Acquiror Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders execution and delivery of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the documents contemplated hereby and the consummation of the Transactionstransactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of Acquiror, including and by Acquiror as the sole stockholder of Merger ClosingSub, and (ii) determined by the Board of Directors of Acquiror as advisable to Acquiror and the Acquiror Shareholders and recommended for approval by the Acquiror Shareholders. On or prior to the date of this Agreement, the board of directors of the Acquiror has duly adopted a written consent or resolutions (i) determining that this Agreement, the Domestication and the other documents to which Acquiror is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of Acquiror’s shareholders, (ii) authorizing and approving the execution, delivery and performance by Acquiror of this Agreement and the other documents to which Acquiror is a party contemplated hereby and the transactions contemplated hereby and thereby, and (iii) authorizing the issuance of the Total Share Consideration in connection with the Mergers, the issuance of Surviving Pubco Shares in connection with the PIPE Investment and the issuance of Surviving Pubco Shares in connection with the conversion or redemption of Surviving Pubco Series 1 Preferred Shares and/or Surviving Pubco Series 1 Preferred Shares. No other action or proceeding on the part of the Acquiror Entities is necessary to authorize this Agreement and the documents contemplated hereby other than the Acquiror Shareholder Approvals.

Due Authorization. (a) SPAC Each of the HTP Parties has all requisite corporate or limited liability power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to which SPAC such HTP Party is or will be a party and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to which SPAC a HTP Party is a party and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the directors, board of directors managers or managing member, as applicable, of SPAC each HTP Party, and no other corporate action or limited liability company action, as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding applicable on the part of SPAC any HTP Party is necessary to authorize this Agreement and or the documents contemplated hereby Ancillary Agreements to which such HTP Party is (or will be) a party (other than (x) the SPAC HTP Shareholder Approval, the adoption of this Agreement by HTP in its capacity as the sole member of Company Merger Sub, which adoption will occur immediately following the execution of this Agreement by Company Merger Sub). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by each of the SPACHTP Parties and, and assuming this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, constitutes a legal, valid and binding obligation of SPACthe other Parties, this Agreement constitutes a legal, valid and binding obligation of each of the HTP Parties, enforceable against SPAC each of the HTP Parties in accordance with its terms, subject to applicable bankruptcythe Enforceability Exceptions. Each Ancillary Agreement to which a HTP Party will be a party, insolvencywhen executed and delivered by such HTP Party, fraudulent conveyancewill be duly and validly executed and delivered by such HTP Party, reorganizationand, moratorium assuming such Ancillary Agreement constitutes a legal, valid and similar Laws affecting creditors’ rights generally binding obligation of the other parties thereto, will constitute a legal, valid and subjectbinding obligation of such HTP Party, as enforceable against such HTP Party in accordance with its terms, subject to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC HTP Shareholder Approval) are Approval is the only votes of the holders vote of any of SPACHTP’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC the HTP Parties, and the consummation of the Transactions, including the Merger Closing. (c) At a meeting duly called and held, the governing body of each of the HTP Parties have unanimously (i) determined that this Agreement and the Transactions are advisable and in the best interests of their respective stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the Trust Account, as applicable; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the Pre-Closing HTP Holders approval of the Transactions (the “HTP Board Recommendation”).

Due Authorization. (a) SPAC has all requisite corporate power The execution, delivery and authority to (i) execute performance of this Agreement and deliver this Agreement, the other Transaction Loan Documents to which SPAC the Borrower, any Subsidiary Guarantor or the Trust is or is to become a party and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party and the documents transactions contemplated hereby and thereby (i) are within the authority of the Borrower, such Subsidiary Guarantor and the consummation of the Transactions Trust, (ii) have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding all necessary proceedings on the part of SPAC the Borrower, such Subsidiary Guarantor or the Trust and any general partner or manager thereof, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower, such Subsidiary Guarantor or the Trust is necessary subject or any judgment, order, writ, injunction, license or permit applicable to authorize this Agreement and the documents contemplated hereby Borrower, such Subsidiary Guarantor or the Trust, (other than iv) do not conflict with any provision of the SPAC Shareholder Approval). This Agreement has beenOrganizational Documents of the Borrower, such Subsidiary Guarantor or the Trust or any general partner or manager thereof, or with the Tech LP Agreement, (v) do not contravene any provisions of, or constitute Default or Event of Default hereunder, and at (vi) will not cause a failure to comply with any term, condition or prior provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Merger ClosingBorrower, such Subsidiary Guarantor, FP Redland Tech or the Trust or any of the Borrower’s, such Subsidiary Guarantor’s, FP Redland Tech’s or the Trust’s properties (except for any such failure to comply under any such other documents contemplated hereby will beagreement, duly instrument, judgment, order, decree, permit, license, or undertaking as would not materially and validly executed and delivered by adversely affect the SPACbusiness, and this Agreement constitutesoperations, and at assets, condition (financial or prior to otherwise) or properties of the Merger ClosingTrust, FPLP or any other member of the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (bPotomac Group) The votes on the Transaction Proposals as identified or result in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders creation of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation properties or assets of the TransactionsBorrower, including such Subsidiary Guarantor, FP Redland Tech or the Merger ClosingTrust.

Due Authorization. (a) SPAC Each of Parent and Xxxxxx Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party at the Effective Time and (subject to the receipt of the Consents described in Section 6.4, the Parent Shareholder Approval and the documents contemplated hereby and thereby, and (iiMerger Sub Shareholder Approval) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution and delivery by each of Parent and Merger Sub of this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party and at the documents contemplated hereby and thereby Effective Time and the consummation by each of Parent and Merger Sub of the Transactions have been (A) duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC Parent Shareholder Approval and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Merger Sub Shareholder Approval, no other company proceeding corporate action on the part of SPAC Parent or Merger Sub is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party at the Effective Time. Each of this Agreement and the documents contemplated hereby (other than Transaction Documents to which it is or will be a party at the SPAC Shareholder Approval). This Agreement Effective Time has been, or when executed and at or prior to the Merger Closing, the other documents contemplated hereby delivered will be, duly and validly executed and delivered by the SPAC, Parent and (assuming that this Agreement constitutes, and at or prior to the Merger Closing, the such other applicable Transaction Documents to which SPAC each of the Company or SpinCo is or will be a party and at the other documents contemplated hereby and thereby will constitute, Effective Time constitutes a legal, valid and binding obligation of SPACeach of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Parent and Merger Sub (as applicable), enforceable against SPAC Parent and Merger Sub (as applicable) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) The votes on the Assuming that a quorum (as determined pursuant to Parent’s Governing Documents) is present: (i) each of those Transaction Proposals as identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by a special resolution under the Proxy/Registration Statement described in Section 10.2(a)(i) by CICA (being the affirmative vote of the holders of SPAC Ordinary Shares at least two-thirds of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); (which include ii) each of those Transaction Proposals identified in clauses (D), (E), (F) and (I), of Section 7.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the SPAC Shareholder Approvalaffirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (iii) each of those Transaction Proposals identified in clauses (G) and (H), of Section 7.4(e)(ii), in each case, shall require approval by the number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and the Governing Documents of Parent. (c) The foregoing votes are the only votes of the holders of any of SPACParent’s Securities that are share capital necessary in connection with entry into this Agreement by SPAC Xxxxxx and Merger Sub and the consummation of the Transactions, including the Merger Closing. (d) At a meeting duly called and held, or by written resolutions of the Parent Board signed by all directors of the Parent in lieu of a meeting, the Parent Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) SPAC Each of the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities has all requisite full corporate power and authority to (i) execute execute, deliver and deliver perform this Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Transaction Documents to which SPAC is a party Marconi Entities of this Agreement and its Related Agreements and the documents contemplated hereby and therebyconsummation by each of the Parent, and (ii) consummate the Transactions and perform all obligations Seller, Marconi IP and, solely with respect to be performed by it hereunder and thereunder. The execution and delivery of this the Cross License Agreement, the other Transaction Documents to which SPAC is a party and Marconi Entities of the documents transactions contemplated hereby and thereby and have been duly authorized by all necessary corporate action, including the consummation approval of the Transactions have been (A) duly and validly authorized and approved by the board boards of directors of SPAC and (B) determined by each of the board of directors of SPAC as advisable to SPAC and Parent, the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval). This Agreement has beenSeller, and at or prior Marconi IP and, solely with respect to the Merger ClosingCross License Agreement, the other documents contemplated hereby will beMarconi Entities. Each of the Parent, the Seller and Marconi IP has duly and validly executed and delivered this Agreement and, at or prior to the Closing, the Parent, the Seller, Marconi IP and, solely with respect to the Cross License Agreement, the other Marconi Entities will have duly and validly executed and delivered each of its Related Agreements. Assuming the due authorization, execution and delivery of this Agreement and its Related Agreements by the SPACother parties thereto, and this Agreement constitutes, and at or prior each of the Seller's, Marconi IP's and, solely with respect to the Merger ClosingCross License Agreement, the other Transaction Documents to which SPAC is a party and Marconi Entities' Related Agreements will after the other documents contemplated hereby and thereby will Closing constitute, a legal, valid and binding obligation obligations of SPACthe Parent, the Seller, Marconi IP or the applicable other Marconi Entity, as the case may be, and to the extent a party thereto, enforceable against SPAC each of them (to the extent a party thereto) in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Limitations. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes No vote of the holders of any class or series of SPAC’s Securities that are capital stock or other securities of the Parent or any of its Affiliates (other than approval of FS Holdings Corp. as the sole shareholder of the Seller and the approval of the Seller as the sole shareholder of Marconi IP each of which has been obtained prior to the date hereof) is necessary in connection with entry into the execution and delivery of this Agreement by SPAC and the Related Agreements and the consummation of the Transactions, including the Merger Closingtransactions contemplated hereby and thereby.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (iii) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board Board of directors Directors of SPAC Acquiror and by Acquiror as the sole shareholder, as applicable, of Merger Sub and (B) determined by the board Board of directors Directors of SPAC Acquiror as advisable to SPAC Acquiror and the SPAC Acquiror Shareholders and recommended for approval by the SPAC Acquiror Shareholders. No other company proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Acquiror Shareholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present: (i) each of those Transaction Proposals as identified in clauses (A), (B) and (C) of Section 8.2(b) shall require approval by an affirmative vote of the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary at least two-thirds of the outstanding Acquiror Common Shares entitled to vote, who attend and vote thereupon (which include as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the SPAC Shareholder ApprovalBoard of Directors of Acquiror and held for such purpose; (ii) each of those Transaction Proposals identified in clauses (D), (E), (F), (G), (H), (I), (J), and (K) of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Shares entitled to vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose; (c) The foregoing votes are the only votes of the holders of any of SPACAcquiror’s Securities that are share capital necessary in connection with entry into this Agreement by SPAC Acquiror and Merger Sub and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (d) At a meeting duly called and held, the Board of Directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC Each of Acquiror, Holdings and Merger Sub has all requisite corporate or entity power and authority to (i) execute execute, deliver and deliver perform this AgreementAgreement and, upon receipt of the other Transaction Documents Acquiror Stockholder Approval, to which SPAC is a party and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereundertransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreement and the consummation of the Transactions transactions contemplated hereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors or similar governing body of SPAC Acquiror, Holdings and (B) determined by Merger Sub and, except for the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Acquiror Stockholder Approval, no other company corporate or equivalent proceeding on the part of SPAC Acquiror, Holdings or Merger Sub is necessary to authorize this Agreement and or the documents contemplated hereby Transactions (other than the SPAC Shareholder Approvaladoption by Acquiror in its capacity as the sole member of Holdings of the amended and restated memorandum and articles of association of Holdings in the form attached hereto as Exhibit D and the adoption of this Agreement by Holdings in its capacity as the sole stockholder of Merger Sub, which adoptions will occur immediately following execution of this Agreement). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by the SPACeach of Acquiror, Holdings and Merger Sub and assuming due authorization and execution by each other party hereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, constitutes a legal, valid and binding obligation of SPACeach of Acquiror, Holdings and Merger Sub, enforceable against SPAC Acquiror, Holdings and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by affirmative vote of holders of SPAC Ordinary Shares (which include a majority of the SPAC Shareholder Approval) outstanding shares of Acquiror Common Stock entitled to vote at the Annual Meeting, assuming a quorum is present, to approve the Proposals are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC Acquiror, Holdings and Merger Sub, and the consummation of the Transactionstransactions contemplated hereby, including the Merger ClosingClosing (the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Acquiror’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the transactions contemplated by this Agreement.

Due Authorization. (a) SPAC Each of TRTL, TRTL Parent and the Company has all requisite corporate power and authority to (i) execute execute, deliver and deliver perform this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby, Agreement and (iisubject to the approvals described in Section 6.5 and receipt of the TRTL Stockholder Approval) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereundertransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreement and the consummation of the Transactions transactions contemplated hereby have been (A) duly and validly authorized and approved by the board respective boards of directors of SPAC TRTL, TRTL Parent and (B) determined by TRTL Merger Sub and except for the board of directors of SPAC as advisable to SPAC TRTL Stockholder Approval and the SPAC Shareholders and recommended for approval adoption of this Agreement by TRTL Parent as the SPAC Shareholders. No sole stockholder of TRTL Merger Sub, no other company corporate proceeding on the part of SPAC TRTL, TRTL Parent or TRTL Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)Agreement. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by the SPACTRTL, TRTL Parent and TRTL Merger Sub and, assuming due authorization and execution by each other party hereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, constitutes a legal, valid and binding obligation of SPACTRTL, TRTL Parent and TRTL Merger Sub, enforceable against SPAC TRTL in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by affirmative vote of holders of SPAC Ordinary Shares (which include a majority of the SPAC Shareholder Approval) are outstanding shares of TRTL Common Stock entitled to vote at the TRTL Stockholders’ Meeting, assuming a quorum is present, to approve the adoption of the Mergers and this Agreement is the only votes of the holders vote of any of SPACTRTL’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC TRTL and the consummation of the Transactionstransactions contemplated hereby, including the Merger ClosingClosing (the “TRTL Stockholder Approval”). (c) At a meeting duly called and held, the TRTL Board has unanimously (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of TRTL’s stockholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on the income earned on the Trust Account) as of the date hereof, (iii) approved the transactions contemplated by this Agreement as a Business Combination and (iv) resolved to recommend that the TRTL Stockholders vote their shares of TRTL Common Stock in favor of the adoption of this Agreement.

Due Authorization. (a) SPAC has all requisite corporate power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Agreement to which SPAC it is a party and to perform its obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the Agreement and such other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No no other company corporate or equivalent proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby or such other Transaction Agreements or SPAC’s performance hereunder or thereunder (other than except that the SPAC Shareholder ApprovalApproval is a condition to the consummation of the First Merger and the SPAC Second Merger Approval is a condition to the consummation of the Second Merger). This Agreement has been, and at or prior to the Merger Closing, the each such other documents contemplated hereby Transaction Agreement (when executed and delivered by SPAC) will be, duly and validly executed and delivered by the SPACSPAC and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the each such other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby Agreement will constitute, constitute a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The only approvals or votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of required from the holders of any of the SPAC’s Equity Securities that are necessary in connection with the entry into this Agreement by SPAC and SPAC, the consummation of the Transactions, including the Closing, and the approval of the SPAC Transaction Proposals and the SPAC Second Merger ClosingProposals are as set forth on Schedule 5.02(b). (c) At a meeting duly called and held, the board of directors of SPAC has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the SPAC and the SPAC’s shareholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof, (iii) approved the Transactions as a Business Combination, (iv) resolved to recommend to SPAC’s shareholders approval of each of the SPAC Transaction Proposals, and (v) resolved to, immediately following the consummation of the First Merger at the First Effective Time, seek approval of each of the SPAC Second Merger Proposals.

Due Authorization. (a) SPAC Metaldyne has all requisite full corporate power and authority to (i) execute and deliver this Agreement, Agreement and the other Transaction Documents Related Agreements to which SPAC it is to be a party and to perform its obligations and consummate the documents transactions contemplated hereby and thereby. The execution, delivery and (ii) consummate performance by Metaldyne of this Agreement and the Transactions and perform all obligations Related Agreements to which it is to be performed a party have been duly and validly approved by it hereunder and thereunder. The execution and delivery all other corporate actions or proceedings on the part of Metaldyne necessary to authorize this Agreement, the other Transaction Documents Related Agreements to which SPAC it is to be a party and or the documents transactions contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholdersthereby. No other company proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval). This Agreement Metaldyne has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered this Agreement and, on the Closing Date, will have duly and validly executed and delivered, the Related Agreements to which it is to be a party. This Agreement constitutes and, on the Closing Date, the Related Agreements to which it is to be a party will constitute (assuming, in each case, due execution and delivery by the SPAC, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a parties thereto) legal, valid and binding obligation obligations of SPACMetaldyne, enforceable against SPAC Metaldyne in accordance with its their respective terms, subject except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and fraudulent transfer or other similar Laws laws of general applicability relating to or affecting creditors’ ' rights generally from time to time in effect and subject, as to enforceability, to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law. (b) The votes on shares of Series A-1 Preferred Stock, par value $1.00 per share, having the Transaction Proposals as identified rights, privileges and preferences set forth in the Proxy/Registration Statement described form of Certificate of Designation attached to the Operating Agreement (the "Series A-1 Preferred Stock"), issuable to Seller in Section 10.2(a)(i) connection with a Metaldyne Call Option Closing have been duly authorized for issuance and sale to Seller pursuant to the Operating Agreement, and, when issued and delivered by holders Metaldyne pursuant to the Operating Agreement against payment of SPAC Ordinary Shares the consideration set forth therein, will be validly issued, fully paid and non-assessable. The shares of the Series A-2 Preferred Stock, par value $1.00 per share, having the rights, privileges and preferences set forth in the Certificate of Designation attached to the Operating Agreement (which include the SPAC Shareholder Approval) are the only votes of "Series A-2 Preferred Stock"), issuable to the holders of any the Series A-1 Preferred Stock in exchange for shares of SPAC’s Securities that are necessary in connection with entry into this Agreement Series A-1 Preferred Stock pursuant to such Certificate of Designation have been duly authorized for issuance pursuant to the terms of such Certificate of Designation, and when issued and delivered by SPAC Metaldyne pursuant thereto will be validly issued fully paid and the consummation nonassessable. Any such issuance of shares of the Transactions, including Series A-1 Preferred Stock or the Merger ClosingSeries A-2 Preferred Stock is not subject to any preemptive or other similar rights of any security holder of Metaldyne.

Due Authorization. (a) SPAC Other than the Company Stockholder Approvals and the consents listed on Section 4.2 of the Company Disclosure Letter, each Murano Party and Group Company has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement, Agreement and the other Transaction Documents documents to which SPAC it is or will be a party and the documents contemplated hereby and thereby, and (iisubject to the approvals described in Section 4.4) to consummate the Transactions transactions contemplated hereby and thereby (including the Reorganization) and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, Agreement and the other Transaction Documents documents to which SPAC each Murano Party and Group Company is or will be a party and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby (including the Reorganization) have been (A) duly and validly authorized and approved by the board shareholders, Board of directors Directors or similar governing body of SPAC such Murano Party and (B) determined by of the board of directors of SPAC as advisable Group Company, to SPAC the extent applicable and the SPAC Shareholders required under applicable Law, and recommended for approval by the SPAC Shareholders. No no other company corporate, or contractual proceeding other than the Company Stockholder Approvals on the part of SPAC the Company is necessary to authorize this Agreement and the other documents to which any Murano Party is or will be a party contemplated hereby (other than the SPAC Shareholder Approval)hereby. This Agreement has been, and at on or prior to the Merger ClosingClosing and upon execution by a Murano Party, the such other documents to which such Murano Party is or will be a party contemplated hereby will be, duly and validly executed and delivered by the SPAC, such Murano Party and this Agreement subject to obtaining the authorizations listed on Section 4.2 of the Company Disclosure Letter, constitutes, assuming the due authorization, execution and at delivery by the other parties hereto, and on or prior to the Merger Closing, the other Transaction Documents documents to which SPAC such Murano Party is or will be a party contemplated hereby will, subject to obtaining the authorizations listed on Section 4.2 of the Company Disclosure Letter, constitute, assuming the due authorization, execution and delivery by the other documents contemplated hereby and thereby will constituteparties thereto, a legal, valid and binding obligation of SPACsuch Murano Party, enforceable against SPAC such Murano Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, concurso mercantil, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (bi) The votes On or prior to the date of this Agreement, the shareholders of the Company and (ii) prior to the Closing Date, each Group Company shall have duly adopted resolutions authorizing and approving the execution, delivery and performance by the Company and by each of the Group Company of the Reorganization and this Agreement and the other documents to which the Company or the applicable Group Company is or will be a party contemplated hereby and the transactions contemplated hereby and thereby (including the Merger and the Reorganization). No other corporate action is required on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes part of the holders of Company, the Group Companies or any of SPAC’s Securities that are necessary in connection with entry its stockholders to enter into this Agreement or the documents to which the Company or the applicable Group Company is or will be a party contemplated hereby or to approve the Reorganization or Merger other than the Company Stockholder Approvals and the corporate resolutions referred in this Section 4.2(b). (c) The representative of each Murano Party executing this Agreement has the necessary power and authority to execute this Agreement on its behalf, which powers and authorities have not been modified, limited or revoked in any manner as of the date hereof. (d) ESC (i) is mentally competent and in all respects of sound mind, (ii) is over the age of 18, (iii) is used to managing his financial affairs, (iv) has not had a conservator or guardian appointed for him pursuant to a court order, (v) is familiar with and fully understands the nature, purpose and effect of this Agreement and the transactions contemplated hereby, and (vi) is a Mexican national, with legal capacity to execute this Agreement and any other ancillary document to which he is or will be a party, and to perform his obligations hereunder and thereunder. The execution by SPAC ESC of this Agreement and the ancillary documents to which he is a party, the performance of his obligations hereunder and thereunder and the consummation of the Transactionstransactions provided for herein and therein have been validly authorized by all necessary action of ESC. For the avoidance of doubt, including the Merger ClosingESC represents that he is not married under applicable Law.

Due Authorization. (a) SPAC FTAC has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the other Agreement and each Transaction Documents Agreement to which SPAC it is a party and, upon receipt of approval of the FTAC Stockholder Matters by FTAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended FTAC and, except for approval of FTAC Stockholder Matters by the SPAC Shareholders. No FTAC Stockholders, no other company corporate or equivalent proceeding on the part of SPAC FTAC is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such Transaction Agreements or FTAC’s performance hereunder or thereunder. This Agreement has been, and at or prior each such Transaction Agreement to the Merger Closing, the other documents contemplated hereby which FTAC will bebe party, duly and validly executed and delivered by the SPACFTAC and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC is a party and the other documents contemplated hereby and thereby FTAC will constitutebe party, will constitute a legal, valid and binding obligation of SPACFTAC, enforceable against SPAC FTAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are adjourned or postponed, the only votes of the holders of any of SPACFTAC’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC and FTAC, the consummation of the Transactionstransactions contemplated hereby, including the Merger ClosingClosing and the approval of the FTAC Stockholder Matters are as set forth on Schedule 6.02(b) of the FTAC Schedules. Each FTAC Stockholder is entitled to vote at the Special Meeting and is entitled to one vote per share. No “fair price”, “moratorium”, “control share acquisition” or other similar anti-takeover statute or regulation applicable to FTAC is applicable to any of the Transactions. (c) At a meeting duly called and held, the board of directors of FTAC has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of FTAC’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) made the FTAC Board Recommendation.

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the other Agreement and each Transaction Documents Agreement to which SPAC it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and the documents contemplated hereby thereunder and thereby, and (ii) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and applicable Acquiror Party and, except for the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Acquiror Stockholder Approval, no other company corporate or equivalent proceeding on the part of SPAC any Acquiror Party is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. This Agreement has been, and at or prior each such Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such Acquiror Party will bebe party, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC is a party and the other documents contemplated hereby and thereby such Acquiror Party will constitutebe party, will constitute a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in adjourned or postposed, the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) Acquiror Stockholder Approval are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC Acquiror, and the consummation of the Transactions, including the Merger ClosingClosing (the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transaction are fair to and in the best interests of Acquiror’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactions, subject to a Change in Recommendation as set forth in Section 9.03.

Due Authorization. (a) SPAC Each of the Company, Pubco and Merger Sub has all requisite corporate organizational power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to which SPAC it is a party party, to perform its obligations hereunder and thereunder, and (subject to the documents receipt of the Company Requisite Approval) to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby such Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by Company Board, the board of directors of SPAC as advisable to SPAC Pubco (the “Pubco Board”), the sole stockholder of Pubco and the SPAC Shareholders sole member of Merger Sub and recommended for approval by upon receipt of the SPAC Shareholders. No Company Requisite Approval, no other company corporate proceeding on the part of SPAC the Company, Pubco or Merger Sub is necessary to authorize this Agreement and or such Ancillary Agreements or the documents contemplated hereby (other than the SPAC Shareholder Approval)Company’s, Pubco’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by the SPACCompany, Pubco and this Agreement Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, as applicable, a legal, valid and binding obligation of SPACthe Company, Pubco and Merger Sub, enforceable against SPAC the Company, Pubco and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) . The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are Company Requisite Approval is the only votes vote of the holders of any equity interests of SPAC’s Securities that are necessary in connection with entry into the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. The Written Consent, if executed and delivered by SPAC the Company Members, would satisfy the Company Requisite Approval and the consummation no additional approval or vote from any holders of any equity interests of the Company, Pubco or Merger Sub would then be necessary to adopt this Agreement or approve the Transactions, including the Merger Closing.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each ancillary agreement to this Agreement to which SPAC it is a party and (subject to the documents approvals described in Section 5.07) (in the case of Acquiror), upon receipt of the Acquiror Stockholder Approval and the effectiveness of the A&R Charter, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby such ancillary agreements by each of Acquiror and thereby Merger Sub and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors of SPAC all requisite action and (B) determined by in the board case of directors of SPAC as advisable to SPAC Acquiror), except for the Acquiror Stockholder Approval and the SPAC Shareholders and recommended for approval by effectiveness of the SPAC Shareholders. No A&R Charter, no other company corporate or equivalent proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such ancillary agreements or Acquiror’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby each such ancillary agreement will constitute, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC each of Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on affirmative vote of (i) holders of a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class F Common Stock, voting together as a single class, shall be required to approve the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(iProposal, (ii) by holders of SPAC Ordinary Shares a majority of the votes of Acquiror Common Stock and Acquiror Class F Common Stock, voting together as a single class, cast at the Special Meeting shall be required to approve each of the Issuance Proposal and each of the Subscription Proposals, (which include iii) (A) holders of a majority of the SPAC Shareholder Approvaloutstanding shares of Acquiror Common Stock and Acquiror Class F Common Stock, voting together as a single class, and (B) holders of at least two thirds of the outstanding shares of Acquiror Class F Common Stock entitled to vote at the Special Meeting, shall be required to approve the Amendment Proposal, and (iv) holders of a majority of the Acquiror Common Stock and Acquiror Class F Common Stock, voting together as a single class, voted at the Special Meeting shall be required to approve the Acquiror Omnibus Incentive Plan Proposal, in each case, assuming a quorum is present, to approve the Proposals are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC Acquiror, and the consummation of the Transactionstransactions contemplated hereby, including the Merger ClosingClosing (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of Acquiror and its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of each of the matters requiring Acquiror Stockholder approval.

Due Authorization. SPAC has the requisite power and authority to: (a) SPAC has all requisite corporate power execute, deliver and authority to (i) execute perform this Agreement and deliver this Agreement, the other Transaction Documents Agreements to which SPAC it is a party and the documents contemplated hereby and therebyparty, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (iib) carry out its obligations hereunder and thereunder and, to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder(including the Merger). The execution and delivery by SPAC of this Agreement, Agreement and the other Transaction Documents Agreements to which SPAC it is a party and the documents contemplated hereby and thereby party, and the consummation by SPAC of the Transactions (including the Merger), have been (Aor, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized by all necessary corporate actions on the part of SPAC, and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No no other company proceeding proceedings on the part of SPAC is are necessary to authorize this Agreement and or the documents other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby (or thereby, other than approval from the SPAC Shareholder Approval)Stockholders. This Agreement and the other Transaction Agreements to which it is a party has beenbeen (or, and for the Transaction Agreements to be executed at or prior to the Merger Closing, the other documents contemplated hereby will be, ) duly and validly executed and delivered by SPAC and, assuming the SPACdue authorization, execution and this Agreement constitutesdelivery thereof by the other Parties, and constitute (or, for the Transaction Agreements to be executed at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a ) the legal, valid and binding obligation obligations of SPAC, enforceable against SPAC in accordance with its their respective terms, subject to applicable bankruptcythe Remedies Exception. Assuming that a quorum (as determined pursuant to SPAC’s Organizational Documents) is present at the SPAC Stockholders’ Meeting, insolvency, fraudulent conveyance, reorganization, moratorium clause (a) and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles clause (c) of equity. (b) The votes on the definition of the SPAC Transaction Proposals as identified in shall require approval by the Proxy/Registration Statement described in Section 10.2(a)(i) affirmative vote of a majority of the votes cast by the holders of SPAC Ordinary Shares (which include present in person or represented by proxy at the SPAC Shareholder Approval) are Stockholders’ Meeting and entitled to vote thereon. The foregoing vote is the only votes of the holders vote of any of SPAC’s Securities that are necessary in connection capital stock with regard to entry into this Agreement by SPAC and the consummation of the Transactions, Transactions (including the Merger ClosingMerger).

Due Authorization. (a) SPAC Each of ListCo and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Ancillary Document to which SPAC it is or will be a party and (subject to the documents contemplated hereby consents, approvals, authorizations and thereby, and (iiother requirements described in Section 4.03 or Section 4.05) consummate the Transactions and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement, the Agreement and such other Transaction Ancillary Documents to which SPAC is a party and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board ListCo Board, the sole stockholder of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC Merger Sub, and the SPAC Shareholders sole director of Merger Sub and recommended for approval by the SPAC Shareholders. No no other company corporate or equivalent proceeding on the part of SPAC ListCo or Merger Sub is necessary to authorize this Agreement or such other Ancillary Documents or ListCo’s or Merger Sub’s performance hereunder or thereunder, except for the adoption and approval by the documents ListCo Stockholders of the issuance of the ListCo Class A Common Stock underlying the Pre-Funded Warrants, as contemplated hereby (other than the SPAC Shareholder Approval)by this Agreement and as required to comply with Nasdaq listing rules. This Agreement has been, and at each Ancillary Document has been or prior to the will be (when executed and delivered by ListCo and Merger Closing, the other documents contemplated hereby will be, Sub) duly and validly executed and delivered by the SPACListCo and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at each Ancillary Document constitutes or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, constitute a legal, valid and binding obligation of SPACListCo and Merger Sub, enforceable against SPAC ListCo and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on At a meeting duly called and held, the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(iListCo Board has unanimously: (i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into approved and declared advisable this Agreement by SPAC and the other Ancillary Documents and the Transactions including the execution, delivery, and performance thereof, and the consummation of the TransactionsTransactions contemplated by this Agreement, including the Merger Closingand the issuance of the ListCo Class A Common Stock and the Pre-Funded Warrants, upon the terms and subject to the conditions set forth herein, (ii) determined that this Agreement and the Transactions are in the best interests of ListCo and the ListCo Stockholders, (iii) directed that the issuance of the ListCo Class A Common Stock underlying the Pre-Funded Warrants, as contemplated by this Agreement and as required to comply with Nasdaq listing rules, be submitted to a vote of the ListCo Stockholders for adoption at the Stockholder Meeting, and (iv) resolved to recommend that the ListCo Stockholders vote in favor of approval of such proposal (the “ListCo Board Recommendation”). (c) At a meeting duly called and held, the sole director of the of Merger Sub has: (i) approved and declared advisable this Agreement and the other Ancillary Documents and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of Merger Sub and its sole stockholder, and (iii) resolved to recommend the adoption of this Agreement by the sole stockholder of Merger Sub. (d) The sole stockholder of Merger Sub has approved this Agreement and the other Ancillary Documents and the Transactions.

Due Authorization. (a) SPAC Pubco has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to which SPAC it is a party and, upon receipt of Pubco Stockholder Approval, to perform its respective obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which SPAC it is a party and the documents contemplated hereby and thereby by Pubco and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized by all requisite corporate action on the part of Pubco, except for the Pubco Stockholder Approval, and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No no other company corporate proceeding on the part of SPAC Pubco is necessary to authorize this Agreement and or the documents contemplated hereby (other than the SPAC Shareholder Approval)Ancillary Agreements or Pubco’s performance hereunder or thereunder. This Agreement and each Ancillary Agreement has been, and at been or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACPubco and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby each such Ancillary Agreement will constitute, a legal, valid and binding obligation of SPACPubco, enforceable against SPAC Pubco in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on affirmative vote of holders of a majority of the Transaction Proposals as identified outstanding shares of Pubco Common Stock entitled to vote at a special meeting of the Pubco Stockholders (the “Special Meeting”) shall be required to adopt this Agreement (the “Pubco Stockholder Approval”). (c) At a meeting duly called and held, the Pubco Board has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the Proxy/Registration Statement described in Section 10.2(a)(ibest interests of Pubco and its stockholders; and (ii) by holders resolved to recommend to Pubco Stockholders the adoption of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and (the consummation of the Transactions, including the Merger Closing“Pubco Board Recommendation”).

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Agreement to which SPAC it is or will be a party party, to perform its obligations hereunder and thereunder and, assuming the accuracy of the Interested Stockholder Rep, and subject only to obtaining the Acquiror Shareholder Approval and the documents Merger Sub Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution, delivery and (ii) consummate performance of this Agreement and such Transaction Agreements and the Transactions consummation of the transactions contemplated hereby and perform all obligations thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, except for the Acquiror Shareholder Approval and the Merger Sub Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to be performed by it authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder and or thereunder. The Promptly following the execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Acquiror will execute and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) deliver written consents duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize adopting this Agreement in its capacity as the sole stockholder of First Merger Sub and sole member of Second Merger Sub, respectively (collectively, the documents contemplated hereby (other than “Merger Sub Stockholder Approval”), following which Acquiror will have provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the SPAC Shareholder Approval)Transactions. This Agreement has been, and at each Transaction Agreement to which an Acquiror Party is or prior to the Merger Closing, the other documents contemplated hereby will be a party has been or will be, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC such Acquiror Party is or will be a party and the other documents contemplated hereby and thereby constitutes or will constitute, a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC such Acquiror Party in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified may be adjourned or postponed from time to time in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are accordance with this Agreement, the only votes of the holders of any of SPACAcquiror’s Securities that are share capital necessary in connection with the entry into this Agreement by SPAC and Acquiror, the consummation by Acquiror of the Transactions, including the Merger Closing, the Domestication and the approval of the Acquiror Shareholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Shareholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously (i) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof, (ii) determined that it is in the best interests of Acquiror and the Acquiror Shareholders, and declared it advisable, to enter into this Agreement providing for the Mergers and the Domestication, (iii) approved this Agreement and the Transactions, including the Mergers and the Domestication, on the terms and subject to the conditions of this Agreement, and (iv) made the Acquiror Board Recommendation.

Due Authorization. (a) SPAC Each of Parent and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party at the Effective Time and (subject to the receipt of the Consents described in Section 6.4, the Parent Shareholder Approval and the documents contemplated hereby and thereby, and (iiMerger Sub Shareholder Approval) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution and delivery by each of Parent and Merger Sub of this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party and at the documents contemplated hereby and thereby Effective Time and the consummation by each of Parent and Merger Sub of the Transactions have been (A) duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC Parent Shareholder Approval and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Merger Sub Shareholder Approval, no other company proceeding corporate action on the part of SPAC Parent or Merger Sub is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party at the Effective Time. Each of this Agreement and the documents contemplated hereby (other than Transaction Documents to which it is or will be a party at the SPAC Shareholder Approval). This Agreement Effective Time has been, or when executed and at or prior to the Merger Closing, the other documents contemplated hereby delivered will be, duly and validly executed and delivered by the SPAC, Parent and (assuming that this Agreement constitutes, and at or prior to the Merger Closing, the such other applicable Transaction Documents to which SPAC each of the Company or SpinCo is or will be a party and at the other documents contemplated hereby and thereby will constitute, Effective Time constitutes a legal, valid and binding obligation of SPACeach of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Parent and Merger Sub (as applicable), enforceable against SPAC Parent and Merger Sub (as applicable) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) The votes on the Assuming that a quorum (as determined pursuant to Parent’s Governing Documents) is present: (i) each of those Transaction Proposals as identified in clauses (A), (B) and (C) of Section 7.4(e)(ii) shall require approval by a special resolution under the Proxy/Registration Statement described in Section 10.2(a)(i) by CICA (being the affirmative vote of the holders of SPAC Ordinary Shares at least two-thirds of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); (which include ii) each of those Transaction Proposals identified in clauses (D), (E), (F) and (I), of Section 7.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the SPAC Shareholder Approvalaffirmative vote of the holders of a majority of the ordinary shares who, being present and entitled to vote at the Parent Shareholders Meeting, vote at the Parent Shareholders Meeting); and (iii) each of those Transaction Proposals identified in clauses (G) and (H), of Section 7.4(e)(ii), in each case, shall require approval by the number of holders of Parent Common Stock required to approve such Transaction Proposals under applicable Law and the Governing Documents of Parent. (c) The foregoing votes are the only votes of the holders of any of SPACParent’s Securities that are share capital necessary in connection with entry into this Agreement by SPAC Parent and Merger Sub and the consummation of the Transactions, including the Merger Closing. (d) At a meeting duly called and held, the Parent Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) SPAC Each of the Buyer Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Agreement to which SPAC it is a party and, upon receipt of approval of the Buyer Stockholder Matters by the Buyer Stockholders, to perform its obligations hereunder and the documents contemplated hereby thereunder and thereby, and (ii) to consummate the Transactions and perform all obligations to be performed the transactions contemplated by it hereunder such other Transaction Agreements (assuming, if such consummation and thereunderperformance, as applicable, would occur after the Extension Approval End Date, that the Buyer Extension Approval has been obtained). The execution execution, delivery and delivery performance of this Agreement, the Agreement and such other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions and the transactions contemplated by such other Transaction Agreements (including the Extension Proposals) have been (A) duly duly, validly and validly unanimously among those voting authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended applicable Buyer Party and, except for approval by the SPAC Shareholders. No Buyer Stockholders of the Buyer Stockholder Matters and, if applicable, the Buyer Extension Approval, no other company corporate or equivalent proceeding on the part of SPAC any Buyer Party is necessary to authorize this Agreement or such other Transaction Agreements or any Buyer Party’s performance hereunder or thereunder. By Xxxxx’s execution and delivery hereof, it has provided all approvals on behalf of the documents contemplated hereby (other than equity holders of Merger Sub required for the SPAC Shareholder Approval)Transactions. This Agreement has been, and at or prior each such other Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such Buyer Party will be party will be, duly and validly executed and delivered by the SPACsuch Buyer Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the each such other Transaction Documents Agreement to which SPAC is a such Buyer Party will be party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACsuch Buyer Party, enforceable against SPAC each Buyer Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are adjourned or postponed, the only votes of the holders of any of SPACBuyer’s Securities that are capital stock necessary in connection with (i) the entry into this Agreement by SPAC and Buyer, the consummation of the Transactions, including the Merger Closing, and the approval of the Buyer Stockholder Matters are as set forth on Schedule 6.02(b)(i), and (ii) the Extension Proposals are as set forth on Schedule 6.02(b)(ii) (the “Buyer Extension Approval”). (c) At a meeting duly called and held, the board of directors of Xxxxx has unanimously among those voting: (i) determined that this Agreement and the Transactions are advisable and in the best interests of Buyer Stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the Buyer Stockholders approval of the Transactions.

Due Authorization. (a) SPAC Thunder Bridge has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Document to which SPAC it is or will be a party and, upon receipt of the Thunder Bridge Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors of SPAC and (B) determined by Thunder Bridge and, except for the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Thunder Bridge Shareholder Approval, no other company corporate or equivalent proceeding on the part of SPAC Thunder Bridge is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such Transaction Documents or Thunder Bridge’s performance hereunder or thereunder. This Agreement has been, and at each such Transaction Document to which Thunder Bridge is or prior to the Merger Closing, the other documents contemplated hereby will be a party has been or will be, duly and validly executed and delivered by the SPACThunder Bridge and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Document to which SPAC Thunder Bridge is or will be a party and the other documents contemplated hereby and thereby party, constitutes or will constitute, constitute a legal, valid and binding obligation of SPACThunder Bridge, enforceable against SPAC Thunder Bridge in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are adjourned or postposed, the only votes of the holders of any of SPAC’s Securities that are Thunder Bridge Capital Stock necessary in connection with the entry into this Agreement by SPAC and Thunder Bridge, the consummation of the Transactions, including the Merger Closing, and the approval of the Thunder Bridge Shareholder Matters are as set forth in Section 8.02(b) of the Thunder Bridge Disclosure Letter (such votes, collectively, the “Thunder Bridge Shareholder Approval”). (c) At a meeting duly called and held, the board of directors of Thunder Bridge has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Thunder Bridge Shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Thunder Bridge approval of the Transactions. (d) To the knowledge of Thunder Bridge, the execution, delivery and performance of any Transaction Document by any party thereto, do not and will not conflict with or result in any violation of any provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) SPAC Each of ListCo and Xxxxxx Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, the Plan of Merger, the Articles of Merger and each other Transaction Documents Agreement to which SPAC it is or will be a party and (subject to the documents contemplated hereby consents, approvals, authorizations and thereby, and (iiother requirements described in Section 5.03 or Section 5.05) consummate the Transactions and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement, the Plan of Merger, the Articles of Merger and such other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by ListCo, the sole shareholder of Merger Sub, the board of directors of SPAC as advisable to SPAC Merger Sub and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No no other company corporate or equivalent proceeding on the part of SPAC ListCo or Merger Sub is necessary to authorize this Agreement and Agreement, the documents contemplated hereby Plan of Merger, the Articles of Merger or such other Transaction Agreements or ListCo’s or Merger Sub’s performance hereunder or thereunder (other than except that the SPAC ListCo Shareholder ApprovalApproval is a condition to the consummation of the Merger). This Agreement has been, and at or prior to each of the Merger ClosingPlan of Merger, the Articles of Merger and such other documents contemplated hereby Transaction Agreement has been or will be, be (when executed and delivered by ListCo and Merger Sub) duly and validly executed and delivered by the SPACListCo and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to each of the Plan of Merger Closing, the Articles of Merger and such other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby Agreement constitutes or will constitute, constitute a legal, valid and binding obligation of SPACListCo and Merger Sub, enforceable against SPAC ListCo and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on At a meeting duly called and held, the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(iboard of directors of ListCo has unanimously: (i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into approved and declared advisable this Agreement by SPAC and the consummation of other Transaction Agreements and the Transactions, including the Merger Closingand the Amendment, (ii) determined that this Agreement and the Transactions, including the Merger and the Amendment are in the best interest of ListCo and the ListCo Shareholders, and (iii) resolved to recommend to its shareholders that they approve the Agreement and the other Transaction Agreements and the Transactions, including the Merger and the Amendment. (c) At a meeting duly called and held, the board of directors of Merger Sub has unanimously: (i) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Merger, (ii) determined that this Agreement and the Transactions, including the Merger, are in the best interest of Merger Sub and its sole shareholder, and (iii) resolved to recommend the adoption of this Agreement by the sole shareholder of Merger Sub. (d) The board of directors of the ListCo, the sole shareholder of Merger Sub has approved this Agreement and the other Transaction Agreements and the Transactions, including the Merger and the Amendment, subject to the ListCo Shareholder Approval.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (ii) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (Ai) duly and validly authorized and approved by the board Board of directors Directors of SPAC Acquiror and by Acquiror as the sole shareholder, as applicable, of Merger Sub and (Bii) determined by the board Board of directors Directors of SPAC Acquiror as advisable to SPAC Acquiror and the SPAC Acquiror Shareholders and recommended for approval by the SPAC Acquiror Shareholders. No other company proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Acquiror Shareholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present: (i) each of those Transaction Proposals as identified in clauses (A), (B) and (C) of Section 8.2(b) shall require approval by an affirmative vote of the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary at least two-thirds of the outstanding Acquiror Common Shares entitled to vote, who attend and vote thereupon (which include as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the SPAC Shareholder ApprovalBoard of Directors of Acquiror and held for such purpose; (ii) each of those Transaction Proposals identified in clauses (D), (E), (F), (G), (H), (I), and (J) of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Shares entitled to vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose; (c) The foregoing votes are the only votes of the holders any holder(s) of any of SPACAcquiror’s Securities that are share capital necessary in connection with entry into this Agreement by SPAC Acquiror and Merger Sub and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (d) At a meeting duly called and held, the Board of Directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC Each Parent Entity has all requisite corporate power and authority to (ia) execute execute, deliver and deliver perform under this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which SPAC it is or will be a party and the documents contemplated hereby and thereby, and (iib) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder, subject to obtaining the Parent Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which SPAC it is or will be a party and the documents contemplated hereby and thereby and the consummation of the Transactions and thereby have been (Ai) duly and validly authorized and approved by the board of directors or equivalent governing body of SPAC each Parent Entity and (Bii) determined by the board of directors of SPAC Parent as advisable to SPAC Parent and the SPAC Shareholders Parent Stockholders and recommended for approval by the SPAC ShareholdersParent Stockholders. No other company or equivalent proceeding on the part of SPAC any Parent Entity is or will be necessary to authorize this Agreement and the documents Ancillary Agreements to which any Parent Entity is or will be a party contemplated hereby (other than the SPAC Shareholder Parent Stockholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents Ancillary Agreements to which it is or will be a party contemplated hereby will be, duly and validly executed and delivered by the SPACeach applicable Parent Entity, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents Ancillary Agreements to which SPAC any Parent Entity is or will be a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACeach such Parent Entity, enforceable against SPAC each such Parent Entity in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming that a quorum (as determined pursuant to the Parent Governing Documents) is present: (i) each of the Transaction Proposals as identified set forth in clauses (A)-(C) of Section 8.2(b), in each case, shall require approval by an affirmative vote of the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC at least two-thirds of the outstanding Parent Class A Ordinary Shares entitled to vote, who attend and vote thereupon (which include as determined in accordance with the SPAC Shareholder ApprovalParent Governing Documents) are at a Parent Stockholders’ Meeting duly called by the board of directors of Parent and held for such purpose; and (ii) each of the Transaction Proposals set forth in clauses (D)-(G) of Section 8.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Parent Class A Ordinary Shares entitled to vote, who attend and vote thereupon (as determined in accordance with the Parent Governing Documents) at a Parent Stockholders’ Meeting duly called by the board of directors of Parent and held for such purpose. (c) The foregoing vote is the only votes of the holders of any of SPACParent’s Securities that are share capital necessary in connection with entry into this Agreement by SPAC Parent and the consummation of the Transactions, including the Merger Domestication and the Closing. (d) At a meeting duly called and held, the board of directors of Parent has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of the Parent Stockholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the assets held in the Trust Account (less any deferred underwriting discounts and commissions and taxes payable on interest earned on the Trust Account) as of the date hereof, (iii) approved the Transactions as a Business Combination and (iv) resolved to recommend to Parent Stockholders approval of each of the Transaction Proposals. (e) The board of directors of First Merger Sub has approved and declared advisable, this Agreement and the Transactions, and Parent, in its capacity as the sole stockholder of First Merger Sub shall approve and adopt this Agreement by written consent immediately following its execution. Parent, in its capacity as the sole member of Second Merger Sub, has approved and adopted this Agreement and the Transactions by written consent.

Due Authorization. (a) SPAC Each of ListCo and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, the Plan of Merger and each other Transaction Documents Agreement to which SPAC it is or will be a party and (subject to the documents contemplated hereby consents, approvals, authorizations and thereby, and (iiother requirements described in Section 5.03 or Section 5.05) consummate the Transactions and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement, the Plan of Merger and such other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by ListCo, the sole shareholder of Merger Sub, the board of directors of SPAC as advisable to SPAC Merger Sub and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No no other company corporate or equivalent proceeding on the part of SPAC ListCo or Merger Sub is necessary to authorize this Agreement and Agreement, the documents contemplated hereby Plan of Merger or such other Transaction Agreements or ListCo’s or Merger Sub’s performance hereunder or thereunder (other than except that the SPAC ListCo Shareholder ApprovalApproval is a condition to the consummation of the Merger). This Agreement has been, and at each of the Plan of Merger and such other Transaction Agreement has been or prior to the will be (when executed and delivered by ListCo and Merger Closing, the other documents contemplated hereby will be, Sub) duly and validly executed and delivered by the SPACListCo and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to each of the Plan of Merger Closing, the and such other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby Agreement constitutes or will constitute, constitute a legal, valid and binding obligation of SPACListCo and Merger Sub, enforceable against SPAC ListCo and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on At a meeting duly called and held, the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(iboard of directors of ListCo has unanimously: (i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into approved and declared advisable this Agreement by SPAC and the consummation of other Transaction Agreements and the Transactions, including the Merger Closingand the Amendment, (ii) determined that this Agreement and the Transactions, including the Merger and the Amendment are in the best interest of ListCo and the ListCo Shareholders, and (iii) resolved to recommend to its shareholders that they approve the Agreement and the other Transaction Agreements and the Transactions, including the Merger and the Amendment. (c) At a meeting duly called and held, the board of directors of Merger Sub has unanimously: (i) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Merger, (ii) determined that this Agreement and the Transactions, including the Merger, are in the best interest of Merger Sub and its sole shareholder, and (iii) resolved to recommend the adoption of this Agreement by the sole shareholder of Merger Sub. (d) The board of directors of the ListCo, the sole shareholder of Merger Sub has approved this Agreement and the other Transaction Agreements and the Transactions, including the Merger and the Amendment, subject to the ListCo Shareholder Approval.

Due Authorization. (a) SPAC Each of Parent, First Merger Sub and Second Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Agreement to which SPAC it is a party and (subject to the documents approvals described in Section 6.07), in the case of Parent, upon receipt of the Parent Stockholder Approval and the effectiveness of the Parent A&R Charter, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the Agreement and such other Transaction Documents to which SPAC is a party Agreements by each of Parent, First Merger Sub and the documents contemplated hereby and thereby Second Merger Sub and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by all requisite action and, in the board case of directors of SPAC and (B) determined by Parent, except for the board of directors of SPAC as advisable to SPAC Parent Stockholder Approval and the SPAC Shareholders and recommended for approval by effectiveness of the SPAC Shareholders. No Parent A&R Charter, no other company corporate or equivalent proceeding on the part of SPAC Parent, First Merger Sub or Second Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (or such other than the SPAC Shareholder Approval)Transaction Agreements or Parent’s, First Merger Sub’s or Second Merger Sub’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Merger Closing, the each such other documents contemplated hereby Transaction Agreement will be, duly and validly executed and delivered by the SPACeach of Parent, First Merger Sub and Second Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the each such other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby Agreement will constitute, a legal, valid and binding obligation of SPACeach of Parent, First Merger Sub and Second Merger Sub, enforceable against SPAC each of Parent, First Merger Sub and Second Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on affirmative vote of: (i) holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(iProposal; (ii) by holders of SPAC Ordinary Shares a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Issuance Proposal; (which include iii) (A) holders of a majority of the SPAC Shareholder outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Parent Class F Stock, voting separately as a single class, shall be required to approve the Amendment Proposal (the approval by Parent Stockholders of the foregoing clauses “(i)” through “(iii),” collectively, the “Required Parent Stockholder Approval”); and (iv) are holders of a majority of the outstanding shares of Parent Class A Stock and Parent Class F Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Parent Incentive Plan Proposal and the Parent ESPP Proposal (together with the Required Parent Stockholder Approval, the “Parent Stockholder Approval”), in each case, assuming a quorum is present to approve the Proposals, with the Parent Stockholder Approval representing the only votes of the holders of any of SPACParent’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC Parent, and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (c) At a meeting duly called and held, the Parent Board has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of Parent and its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Parent approval of each of the matters requiring Parent Stockholder Approval.

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the other Agreement and each Transaction Documents Agreement to which SPAC it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and the documents contemplated hereby thereunder and thereby, and (ii) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderthe transactions contemplated thereby. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions and the transactions contemplated thereby have been (A) duly and validly authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and applicable Acquiror Party and, except for the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Acquiror Stockholder Approval, no other company corporate or equivalent proceeding on the part of SPAC any Acquiror Party is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. This Agreement has been, and at or prior each such Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such Acquiror Party will be party will be, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC is a party and the other documents contemplated hereby and thereby such Acquiror Party will constitutebe party, will constitute a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions as a Business Combination, (iii) resolved to recommend to Acquiror’s stockholders approval of each of the Acquiror Stockholder Matters, and (iv) determined that the fair market value of the Company Parties is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Transaction Proposals Trust Account) as identified in of the Proxy/Registration Statement described in Section 10.2(a)(idate hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present: (i) each of the Business Combination Proposal and Charter Proposal shall require approval by an affirmative vote of the holders of SPAC Ordinary Shares a majority of the outstanding Acquiror Common Stock at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose; (which include ii) the SPAC Shareholder ApprovalDirector Election Proposal shall require a plurality of the votes cast by the holders of Acquiror Common Stock at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose; and (iii) each of the Nasdaq Proposal and Equity Incentive Plan Proposal shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock represented and entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. (d) The foregoing votes are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with entry into this Agreement by SPAC Acquiror Parties and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) SPAC The Company has all requisite corporate company power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to which SPAC it is a party and (subject to the documents approvals described in Section 4.5 and the Company Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby such Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board Company Board and upon receipt of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Company Requisite Approval, no other company proceeding on the part of SPAC the Company is necessary to authorize this Agreement and or such Ancillary Agreements or the documents contemplated hereby (other than the SPAC Shareholder Approval)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by the SPACCompany and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, as applicable, a legal, valid and binding obligation of SPACthe Company, enforceable against SPAC the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on By resolutions duly adopted (and not thereafter modified or rescinded) by the Transaction Proposals as identified requisite vote of the Company Board, the Company Board has (i) approved this Agreement, the Ancillary Agreements to which the Company is party and the transactions contemplated hereby and thereby; (ii) determined that this Agreement, the Ancillary Agreements to which the Company is party and the transactions contemplated hereby and thereby are advisable and fair to and in the Proxy/Registration Statement described best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that the Company Stockholders adopt this Agreement. The affirmative votes or written consents of (A) Persons holding more than 50% (on an as-converted basis) of the voting power of the Company Stockholders, (B) Persons holding more than 50% of outstanding shares of Series A Preferred voting as a separate class, (C) Persons holding more than 50% of outstanding shares of Series B Preferred voting as a separate class (which majority shall include the holders specified in Section 10.2(a)(i4.4(b) by holders of SPAC Ordinary Shares the Company Schedules under the circumstances specified therein), (D) Persons holding more than 50% of outstanding shares of Series B-1 Preferred voting as a separate class, (E) Persons holding more than 50% of outstanding shares of Series B-2 Preferred voting as a separate class, (F) Persons holding more than 50% of outstanding shares of Series B-3 Preferred voting as a separate class (which majority shall include CareFirst Holdings, LLC and Xxxxx Fargo Central Pacific Holdings, Inc.), (G) Persons holding more than 50% of outstanding shares of Series B-4 Preferred voting as a separate class, (H) Persons holding more than 50% of outstanding shares of Series C Preferred voting as a separate class, and (I) Persons holding more than 50% of outstanding shares of Company Preferred Stock, in each case, who deliver written consents or are present in person or by proxy at such meeting(s) and voting thereon are required to, and shall be sufficient to, approve this Agreement and the SPAC Shareholder transactions contemplated hereby (including the Company Preferred Stock Conversion) (the “Company Requisite Approval) are ”). The Company Requisite Approval is the only votes vote or consent of any of the holders of any of SPAC’s Securities that are the Company Capital Stock necessary in connection with entry into to adopt this Agreement by SPAC and approve the Merger and the consummation of the Transactions, other transactions contemplated hereby (including the Merger ClosingCompany Preferred Stock Conversion). The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. (a) SPAC The Company has all requisite corporate company power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each Ancillary Document to this Agreement to which SPAC it is a party and (subject to the documents approvals described in Section 4.5 and the adoption of this Agreement and approval of the Merger by holders of (i) a majority of the voting power of the outstanding shares of Company Capital Stock, voting as a single class in accordance with the Company Certificate of Incorporation, (ii) a majority of the then-outstanding shares of Company Preferred Stock (the “Company Requisite Approval”), and (iii) the Company Preferred Stock Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate . Prior to the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this AgreementClosing, the other Transaction Documents to which SPAC is Company has received or shall have received the consent of at least a party and majority of the documents outstanding shares of Company Preferred Stock approving the transactions contemplated hereby and thereby by the Omnibus Exchange Agreement, including each item set forth on the Attachment “Exchange” (the “Company Preferred Stock Requisite Approval”). The execution, delivery, and performance of this Agreement and such Ancillary Documents and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board Company Board and, upon receipt of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC Company Requisite Approval and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Company Preferred Stock Requisite Approval, no other company proceeding on the part of SPAC the Company is necessary to authorize this Agreement and or such Ancillary Documents or the documents contemplated hereby (other than the SPAC Shareholder Approval)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each such Ancillary Document will be, duly and validly executed and delivered by the SPACCompany and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, as applicable, a legal, valid valid, and binding obligation of SPACthe Company, enforceable against SPAC the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) . The votes on Company Requisite Approval and the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) Company Preferred Stock Requisite Approval are the only votes of the holders of any class or series of SPAC’s Securities that are necessary in connection with entry into capital stock of the Company required to approve and adopt this Agreement by SPAC and approve the consummation of the Transactions, including the Merger Closingtransactions contemplated hereby.

Due Authorization. (a) SPAC Each of Acquiror and Xxxxxx Sub has all requisite corporate power and authority to (i) execute execute, deliver and deliver perform this Agreement, the other Transaction Documents Agreement and each ancillary agreement to this Agreement to which SPAC it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby such ancillary agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board respective boards of directors of SPAC Acquiror and (B) determined by Merger Sub and, except for the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Acquiror Stockholder Approval, no other company corporate proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby or such ancillary agreements or Acquiror’s performance hereunder or thereunder (other than the SPAC Shareholder Approvaladoption of this Agreement by Acquiror in its capacity as the sole stockholder of Merger Sub, which adoption will occur immediately following execution of this Agreement). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby each such ancillary agreement will constitute, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by affirmative vote of holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) requisite voting power of the outstanding shares of Acquiror Stock required to approve and adopt each Proposal at the Acquiror Meeting, whether in person or by proxy, shall be required to approve each such Proposal in accordance with the Acquiror Organizational Documents and applicable law, and in each case, assuming a quorum is present, the votes to approve the Proposals are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC Acquiror, and the consummation of the Transactionstransactions contemplated hereby, including the Merger ClosingClosing (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Acquiror’s stockholders; (ii) determined that the fair market value of the Company is equal to at least eighty percent (80%) of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) subject to Section 8.04, resolved to recommend to the Acquiror Stockholders Approval of the transactions contemplated by this Agreement (such recommendation, the “Acquiror Board Recommendation”).

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or limited lability company power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Agreement to which SPAC it is or will be a party and to perform its obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the Agreement and such other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors of SPAC each Acquiror Party and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No no other company corporate or equivalent proceeding on the part of SPAC any Acquiror Party is necessary to authorize this Agreement and or such other Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder (except that obtaining the documents contemplated hereby (other than Required Acquiror Shareholder Approval is a condition to the SPAC Shareholder Approvalconsummation of the Mergers). This Agreement has been, and at or prior each such other Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such Acquiror Party will be party will be, duly and validly executed and delivered by such Acquiror Party and, assuming due authorization and execution by each other Party hereto and thereto (other than the SPACother Acquiror Party), and this Agreement constitutes, and at or prior to the Merger Closing, the each such other Transaction Documents Agreement to which SPAC is a party and the other documents contemplated hereby and thereby such Acquiror Party will constitutebe party, will constitute a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject to applicable bankruptcythe Enforceability Exceptions. The minute books of each Acquiror Party contain true, insolvencycomplete and accurate records of all meetings and consents in lieu of meetings of its board of directors (and any committees thereof), fraudulent conveyance, reorganization, moratorium similar governing bodies and similar Laws affecting creditors’ rights generally and subject, as holders of Equity Securities. Copies of such records of each of the Acquiror Parties have been heretofore made available to enforceability, to general principles of equitythe Company or its counsel. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC and Acquiror, the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing, and the approval of the Acquiror Shareholder Matters are as set forth on Schedule 4.03(b). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) determined that the fair market value of the Company is equal to at least 80% (eighty percent) of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof, (iii) approved the Transactions as a Business Combination and (iv) resolved to recommend to Acquiror’s stockholders approval of each of the Acquiror Shareholder Matters.

Due Authorization. (a) SPAC Seller has all requisite corporate full power and authority to (i) execute and deliver this AgreementAgreement and to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, if Seller is other than an individual, the person signing is duly authorized to sign this Agreement on behalf of such Seller and bind such Seller. Seller is under no legal or other Transaction Documents incapacity and, if other than an individual, such Seller has taken all action under applicable law to which SPAC maintain its existence and authority to contract. Seller is a party not able to assert any defense to enforcement of this Agreement under applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the rights of creditors generally. Seller is not entering into this Agreement under duress and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderSeller believes MSI has acted in good faith. The execution and delivery of this AgreementAgreement do not, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents transactions contemplated hereby will benot, duly and validly executed and delivered by the SPAC(a) violate or conflict with any permit, and this Agreement constitutesorder, and at license, decree, judgment, statute, law, ordinance, rule or prior regulation applicable to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPAC, enforceable against SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Seller or (b) The votes on the Transaction Proposals as identified result in any breach or violation of, constitute a default (with or without notice or lapse of time, or both) under, give rise to a right of termination, cancellation or acceleration of, result in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders creation of any mortgage, pledge, lien, encumbrance, charge or other security interest (a "Lien") on any of SPAC’s Securities that are necessary Seller's IDW Common Stock pursuant to, or require the consent of any party to any mortgage, indenture, lease, contract, agreement, instrument, bond, note, concession, franchise or understanding (collectively, "Undertaking") applicable to Seller or any of Seller's IDW Common Stock. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Government Entity") is required by or with respect to Seller in connection with entry into the execution and delivery of this Agreement by SPAC and or the consummation of the Transactions, including the Merger Closingtransactions contemplated hereby.

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Agreement to which SPAC it is or will be a party and (subject to the documents approvals described in Section 6.05), in the case of Acquiror, upon receipt of the Acquiror Stockholder Approval and the DFP Consent, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC applicable Acquiror Party and, except for the Acquiror Stockholder Approval and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No DFP Consent, no other company corporate or equivalent proceeding on the part of SPAC any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the documents contemplated hereby (other than the SPAC Shareholder Approval)Transactions. This Agreement has been, and at each such Transaction Agreement to which such Acquiror Party is or prior to the Merger Closing, the other documents contemplated hereby will be a party has been or will be, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due and valid authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC such Acquiror Party is or will be a party and the other documents contemplated hereby and thereby party, constitutes or will constitute, constitute a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are adjourned or postposed, the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC and Acquiror, the consummation of the Transactions, including the Merger Closing, and the approval of the Acquiror Stockholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Acquiror and its stockholders; (ii) determined that the fair market value of the Company and its Subsidiaries is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the Transactions.

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the other Agreement and each Transaction Documents Agreement to which SPAC it is a party and, upon receipt of approval of the Acquiror Stockholder Matters by the Acquiror Stockholders, to perform its obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined the applicable Acquiror Party and, except for approval of the Acquiror Stockholder Matters by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Acquiror Stockholders, no other company corporate or equivalent proceeding on the part of SPAC any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. By Acquiror’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the documents transactions contemplated hereby (other than the SPAC Shareholder Approval)hereby. This Agreement has been, and at or prior each such Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such Acquiror Party will bebe party, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC is a party and the other documents contemplated hereby and thereby such Acquiror Party will constitutebe party, will constitute a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are adjourned or postposed, the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC and Acquiror, the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing, and the approval of the Acquiror Stockholder Matters are as set forth on Schedule 6.02(b). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Acquiror’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of the transactions contemplated by this Agreement. (d) To the knowledge of Acquiror, the execution, delivery and performance of any Transaction Agreement by any party thereto, other than any Acquiror Party or the Company and any of its Affiliates, do not and will not conflict with or result in any violation of any provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate power and authority to (ia) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (iib) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (Ai) duly and validly authorized and approved by the board Board of directors Directors of SPAC Acquiror and by Acquiror as the sole stockholder, as applicable, of Merger Sub and (Bii) determined by the board Board of directors Directors of SPAC Acquiror as advisable to SPAC Acquiror and the SPAC Shareholders Acquiror Stockholders and recommended for approval by the SPAC ShareholdersAcquiror Stockholders. No other company proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Acquiror Stockholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are Acquiror Stockholder Approval represents the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with entry into this Agreement by SPAC Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (c) At a meeting duly called and held, the Board of Directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC Each Company Party has all the requisite corporate limited liability company power and authority to (i) execute and deliver this Agreement, the other Agreement and each Transaction Documents Agreement to which SPAC it is a party and (subject to the documents contemplated hereby approvals described in Section 4.05 and therebyupon receipt of the Required XxxxxXxxxxxx.xxx Member Approval or the Required Xxxxxxxxxxxx.xxx Member Approval, and (iias applicable) consummate the Transactions and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions and the transactions contemplated by the Transaction Agreements. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions and the transactions contemplated thereby have been (A) duly and validly authorized and approved by the managers or the board of directors managers (or equivalent governing body) of SPAC and (B) determined by each Company Party and, except for the board of directors of SPAC Required XxxxxXxxxxxx.xxx Member Approval or the Required Xxxxxxxxxxxx.xxx Member Approval, as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No applicable, no other limited liability company proceeding on the part of SPAC either Company Party is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or any Transaction Agreement or either Company Party’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each such Transaction Agreement (when executed and delivered by each Company Party) will be, duly and validly executed and delivered by the SPACsuch Company Party and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby Agreement will constitute, a legal, valid and binding obligation of SPACsuch Company Party, enforceable against SPAC such Company Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity. , whether such enforceability is considered in a proceeding in equity or at Law (b) the “Enforceability Exceptions”). The votes on XxxxxXxxxxxx.xxx Member Approval and the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) Required Xxxxxxxxxxxx.xxx Member Approval are the only votes vote of the holders of any class or series of SPAC’s Equity Securities of the Company Parties required to approve and adopt the Transaction Agreements and approve the transactions contemplated thereby. At a meeting duly called and held, or by written consent, the managers or the board of managers (or equivalent governing body) of each Company Party has unanimously: (i) determined that are necessary in connection with entry into this Agreement by SPAC and the consummation transactions contemplated hereby are fair to, advisable and in the best interests of such Company Party’s respective members; (ii) approved the transactions contemplated by this Agreement; and (iii) recommended to its respective members that they adopt this Agreement and approve each of the Transactionsmatters requiring XxxxxXxxxxxx.xxx Member Approval or the Required Xxxxxxxxxxxx.xxx Member Approval, including the Merger Closingas applicable.

Due Authorization. (a) SPAC The Company has all requisite right, corporate power and authority to (i) execute enter into this Agreement and deliver this Agreement, each of the other Transaction Documents to which SPAC it is a party and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery by the Company of this Agreement, Agreement and each of the other Transaction Documents to which SPAC it is a party, the issuance and sale of the Preferred Stock and the Warrants by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the shares of Common Stock on any conversion of the Preferred Stock or any exercise of the Warrants (collectively, the "Common Shares") and the documents consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and the consummation authority of the Transactions Company and (b) have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding all requisite corporate proceedings on the part of SPAC is necessary the Board of Directors and, if applicable, to authorize this Agreement and the documents contemplated hereby (other than stockholders of the SPAC Shareholder Approval)Company. This Agreement has been, and at or prior to the Merger Closing, each of the other documents contemplated hereby Transaction Documents to which the Company is a party when executed and delivered by the Company will be, duly and validly executed and delivered by the SPACCompany, and this Agreement constitutes, and at or prior to the Merger Closing, the each of such other Transaction Documents to which SPAC is a party (other than the Preferred Shares) when executed and delivered by the other documents contemplated hereby and thereby Company will constitute, a legal, valid and binding obligation agreement of SPACthe Company, enforceable against SPAC the Company in accordance with its terms, subject to except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ now or hereafter in effect relating to the rights of creditors generally and subjectby legal and equitable limitations on the enforceability of specific remedies (regardless of whether enforcement is considered in a proceeding in equity or at law). The shares of Preferred Stock and all Common Shares issuable upon conversion of the Preferred Stock and exercise of the Warrants have been validly reserved for issuance, and upon payment of the Purchase Price in the case of the Preferred Stock and Warrants and upon conversion of the Preferred Stock or the exchange of the Warrants in the case of the Common Shares, such shares of Preferred Stock, Warrants and Common Shares, as to enforceabilitythe case may be, to general principles will be duly and validly issued and outstanding, fully paid, and nonassessable and issued free of equity. (b) preemptive rights. The votes on terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Transaction Proposals as identified Preferred Stock will be set forth in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders Certificate of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes Designation of the holders Preferred Stock (the "Certificate of any Designation"), the form of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closingwhich is attached as Exhibit 2.2.

Due Authorization. (a) Each of the SPAC and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party and at the documents contemplated hereby and thereby, Effective Time and (iisubject to the receipt of the Consents described in Section 4.4, the SPAC Shareholder Approval) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution and delivery by each of the SPAC and Merger Sub of this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party and at the documents contemplated hereby and thereby Effective Time and the consummation by each of the SPAC and Merger Sub of the Transactions (other than the authorization, filing and registration of the Plan of Merger, the change of name of the SPAC, the change of directors of SPAC in accordance with Section 2.5(a) and the A&R Memorandum and Articles of Association) have been (A) duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the board SPAC Shareholder Approval, the authorization, filing and registration of the Plan of Merger, the change of name of the SPAC, the change of directors of SPAC and (Bin accordance with Section 2.5(a) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders A&R Memorandum and recommended for approval by the SPAC Shareholders. No Articles of Association), no other company proceeding corporate action on the part of the SPAC or Merger Sub is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party at the Effective Time. Additionally, the SPAC has determined that the fair market value of the Company is equal to at least 80% of the balance in the Trust Account not including deferred underwriting discounts and commissions. Each of this Agreement and the documents contemplated hereby (other than Transaction Documents to which it is or will be a party at the SPAC Shareholder Approval). This Agreement Effective Time has been, or when executed and at or prior to the Merger Closing, the other documents contemplated hereby delivered will be, duly and validly executed and delivered by the SPAC, SPAC and (assuming that this Agreement constitutes, and at or prior to the Merger Closing, the such other applicable Transaction Documents to which SPAC the Company is or will be a party and at the other documents contemplated hereby and thereby will constitute, Effective Time constitutes a legal, valid and binding obligation of SPACthe Company) constitutes or will constitute a legal, valid and binding obligation of the SPAC and Merger Sub (as applicable), enforceable against the SPAC and Merger Sub (as applicable) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) The votes on Assuming that a quorum (as determined pursuant to the SPAC’s Governing Documents) is present: (i) each of those Transaction Proposals as identified in clauses (A), (B) and (I) of Section 5.4(e)(ii) shall require approval by a special resolution under the Proxy/Registration Statement described in Section 10.2(a)(i) by Cayman Companies Act (being the affirmative vote of the holders of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at the SPAC Shareholders Meeting); (ii) each of those Transaction Proposals identified in clauses (C), (D), and (E), of Section 5.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of such members as, being entitled to do so, vote in person or by proxy at the SPAC Shareholders Meeting); and (iii) each of those Transaction Proposals identified in clauses (F), (G) and (H), of Section 5.4(e)(ii), in each case, shall require approval by the number of holders of the SPAC Ordinary Shares required to approve such Transaction Proposals under applicable Law and the Governing Documents of the SPAC. (which include the SPAC Shareholder Approvalc) The foregoing votes are the only votes of the holders of any of the SPAC’s Securities that are share capital necessary in connection with entry into this Agreement by the SPAC and Merger Sub and the consummation of the Transactions, including the Merger Closing. (d) At a meeting duly called and held, or by written resolutions of the SPAC Board signed by all directors of the SPAC in lieu of a meeting, the SPAC Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) Each of SPAC and Merger Sub 1 has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to which SPAC it is a party and the documents contemplated hereby and therebyhereby, and (iisubject to the approvals described in Section 5.8) to consummate the Transactions and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to which SPAC or Merger Sub 1 is a party and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board SPAC Board, by the Board of directors Managers of Merger Sub 1 and by SPAC as the sole stockholder of Merger Sub 1, and (B) determined by the board of directors of SPAC Board as advisable to SPAC and the SPAC Shareholders Shareholders, and recommended for approval by the SPAC Shareholders. No other company or corporate proceeding on the part of SPAC or Merger Sub 1 is necessary to authorize this Agreement and the documents each Ancillary Agreement to which SPAC or Merger Sub 1 is a party contemplated hereby (other than the SPAC Shareholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents Ancillary Agreements to which SPAC or Merger Sub 1 is a party contemplated hereby will be, duly and validly executed and delivered by the SPACSPAC or Merger Sub 1, as applicable, and this Agreement constitutes, and at on or prior to the Merger Closing, the other Transaction Documents Ancillary Agreements to which SPAC or Merger Sub 1 is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACeach of SPAC and Merger Sub 1 (assuming that this Agreement and such Ancillary Agreements are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other parties thereto), as applicable, enforceable against SPAC and Merger Sub 1 in accordance with its and their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Assuming that a quorum (as determined pursuant to SPAC’s Organizational Documents) is present: (i) each of those Transaction Proposals as identified in clauses (A) and (B) of Section 8.2(b)(ii), in each case, shall require approval by an affirmative vote of the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of at least two-thirds of the outstanding shares of SPAC Ordinary Shares Common Stock entitled to vote, who attend and vote thereupon (which include as determined in accordance with SPAC’s Organizational Documents) at a shareholders’ meeting duly called by the SPAC Shareholder ApprovalBoard and held for such purpose; and (ii) each of those Transaction Proposal identified in clauses (C), (D), (E), (F), (G), (H) and (I) of Section 8.2(b)(ii), in each case, shall require approval by an affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock entitled to vote, who attend and vote thereupon (as determined in accordance with SPAC’s Organizational Documents) at a shareholders’ meeting duly called by the SPAC Board and held for such purpose. (c) The foregoing votes are the only votes of the holders of any of SPAC’s Securities that are share capital necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing. (d) At a meeting duly called and held, the SPAC Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) SPAC has all requisite corporate power and authority to Binding Agreements. (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval). This Agreement has beenbeen duly authorized, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPAC, and Contributee. Assuming that this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACeach of the Persons constituting Contributor, this Agreement constitutes a legal, valid and binding obligation of Contributee, enforceable against SPAC Contributee in accordance with its terms, subject to applicable except as limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium receivership and similar Laws laws affecting creditors’ ' rights generally and subject, as from time to enforceability, to general principles of equitytime in effect. (bii) The votes Each of the instruments, documents and agreements to be executed by any one or more of the Contributee Property Owners on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary Closing Date in connection with entry into this Agreement by SPAC and the consummation of the Transactionstransactions contemplated by this Agreement or otherwise set forth in the Closing Steps Summary, including including, without limitation, any of the Merger Closingdocuments listed in Section 6 above, (x) will, as of the Closing Date, be duly authorized, executed and delivered by each of the Contributee Property Owners, and (y) assuming that each of the aforesaid instruments, documents and agreements will, on the Closing Date, constitute a legal, valid and binding obligation of Contributor to the extent that Contributor is a party thereto, on the Closing Date each of the aforesaid instruments, documents and agreements, when executed and delivered by the requisite Contributee Property Owners, will constitute a legal, valid and binding obligation of Contributee or the Term Loan Borrower, as the case may be, enforceable against each such Person in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws affecting creditors' rights from time to time in effect. (iii) The Operating Agreement, as amended by the Operating Agreement Amendment, has been duly authorized, and as of the Closing Date will be executed and delivered by each of WCPT and Whitehall. Assuming that the Operating Agreement, as amended by the Operating Agreement Amendment, will, on the Closing Date, constitute a legal, valid and binding obligation of the Saracen Members, then the Operating Agreement, as amended by the Operating Agreement Amendment, will, when executed and delivered by WCPT and Whitehall, constitute a legal, valid and binding obligation of each of WCPT and Whitehall, enforceable against each of WCPT and Whitehall in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws affecting creditors' rights from time to time in effect. (iv) The Registration Rights Agreement has been duly authorized, and as of the Closing Date will be executed and delivered by WCPT. Assuming that the Registration Rights Agreement will, on the Closing Date, constitute a legal, valid and binding obligation of the Saracen Members, then the Registration Rights Agreement will, when executed and delivered by WCPT, constitute a legal, valid and binding obligation of WCPT, enforceable against WCPT in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws affecting creditors' rights from time to time in effect. (v) The Section 4.2(j) Letter has been duly authorized, and as of the Closing Date will be executed and delivered by each of Contributee, Whitehall, WCPT and Wellsford Real Properties, Inc. Assuming that the Section 4.2(j) Letter will, on the Closing Date, constitute a legal, valid and binding obligation of each of the Saracen Members, then the Section 4.2(j) Letter will, when executed and delivered by Contributee, Whitehall, WCPT and Wellsford Real Properties, Inc., constitute a legal, valid and binding obligation of each of Contributee, Whitehall, WCPT and Wellsford Real Properties, Inc., enforceable against each of such parties in accordance with its terms, except as limited by bankruptcy, insolvency, receivership and similar laws affecting creditors' rights from time to time in effect.

Due Authorization. (a) Each of the SPAC Parties has all requisite corporate power or limited liability company power, as applicable, and authority to (i) execute and deliver this Agreement, the other Agreement and each Transaction Documents Agreement to which SPAC it is a party and, upon receipt of the Required SPAC Stockholder Approval, to perform its obligations hereunder and the documents contemplated hereby thereunder and thereby, and (ii) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderthe transactions contemplated thereby. The execution execution, delivery and delivery performance of this Agreement, Agreement and the other Transaction Documents Agreements to which the SPAC is Parties are a party and the documents contemplated hereby and thereby and the consummation of the Transactions and the transactions contemplated thereby have been (A) duly and validly authorized and approved by the board of directors (or, in the case of Holdings, the sole member) of the applicable SPAC and (B) determined by Party and, except for the board of directors of Required SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Stockholder Approval, no other company corporate or equivalent proceeding on the part of any SPAC Party is necessary to authorize this Agreement and or the documents contemplated hereby (other than Transaction Agreements to which the SPAC Shareholder Approval)Parties are a party or any SPAC Party’s performance hereunder or thereunder. This Agreement has been, and at or prior each Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such SPAC Party will bebe party, duly and validly executed and delivered by the SPACsuch SPAC Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other such Transaction Documents Agreement to which such SPAC is a party and the other documents contemplated hereby and thereby Party will constitutebe party, will constitute a legal, valid and binding obligation of SPACsuch SPAC Party, enforceable against each SPAC Party in accordance with its terms, subject to applicable bankruptcythe Enforceability Exceptions. The SPAC Board has duly (i) determined that the Transactions (including the SPAC Amended Charter and SPAC Amended Bylaws) are in the best interests of SPAC and the stockholders of SPAC, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceabilitydeclared it advisable, to general principles of equity. enter into this Agreement, (bii) The votes approved this Agreement and the other Transactions (including the SPAC Amended Charter and SPAC Amended Bylaws), on the Transaction Proposals as identified in terms and subject to the Proxy/Registration Statement described in Section 10.2(a)(iconditions of this Agreement, and (iii) by holders of SPAC Ordinary Shares (which include adopted a resolution recommending to its stockholders the SPAC Shareholder Approval) are the Stockholder Matters. The only votes vote of the holders of any class or series of SPAC’s Securities that are capital stock of SPAC necessary in connection with entry into to approve the transactions contemplated by this Agreement by is the affirmative vote of the holders of a majority of the outstanding shares of SPAC Common Stock, except for the SPAC Amended Charter Proposal, which shall require both the affirmative vote of the holders of at least a majority of the outstanding shares of SPAC Class A Common Stock and the consummation affirmative vote of the Transactionsholders of at least a majority of the outstanding shares of SPAC Class B Common Stock, including the Merger Closingin each case voting separately as a single class.

Due Authorization. ​ (a) SPAC Each of ListCo and Xxxxxx Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, the Plan of Merger and each other Transaction Documents Agreement to which SPAC it is or will be a party and (subject to the documents contemplated hereby consents, approvals, authorizations and thereby, and (iiother requirements described in Section 5.03 or Section 5.05) consummate the Transactions and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement, the Plan of Merger and such other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by ListCo, the sole shareholder of Merger Sub, the board of directors of SPAC as advisable to SPAC Merger Sub and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No no other company corporate or equivalent proceeding on the part of SPAC ListCo or Merger Sub is necessary to authorize this Agreement and Agreement, the documents contemplated hereby Plan of Merger or such other Transaction Agreements or ListCo’s or Merger Sub’s performance hereunder or thereunder (other than except that the SPAC ListCo Shareholder ApprovalApproval is a condition to the consummation of the Merger). This Agreement has been, and at each of the Plan of Merger and such other Transaction Agreement has been or prior to the will be (when executed and delivered by ListCo and Merger Closing, the other documents contemplated hereby will be, Sub) duly and validly executed and delivered by the SPACListCo and Xxxxxx Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to each of the Plan of Merger Closing, the and such other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby Agreement constitutes or will constitute, constitute a legal, valid and binding obligation of SPACListCo and Merger Sub, enforceable against SPAC ListCo and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.the Enforceability Exceptions. ​ (b) The votes on At a meeting duly called and held, the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(iboard of directors of ListCo has unanimously: (i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into approved and declared advisable this Agreement by SPAC and the consummation of other Transaction Agreements and the Transactions, including the Merger Closingand the Amendment, (ii) determined that this Agreement and the Transactions, including the Merger and the Amendment are in the best interest of ListCo and the ListCo Shareholders, and (iii) resolved to recommend to its shareholders that they approve the Agreement and the other Transaction Agreements and the Transactions, including the Merger and the Amendment. ​ (c) At a meeting duly called and held, the board of directors of Merger Sub has unanimously: (i) approved and declared advisable this Agreement and the other Transaction Agreements and the Transactions, including the Merger, (ii) determined that this Agreement and the Transactions, including the Merger, are in the best interest of Merger Sub and its sole shareholder, and (iii) resolved to recommend the adoption of this Agreement by the sole shareholder of Merger Sub. ​ ​ (d) The board of directors of the ListCo, the sole shareholder of Merger Sub has approved this Agreement and the other Transaction Agreements and the Transactions, including the Merger and the Amendment, subject to the ListCo Shareholder Approval.

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the other Agreement and each Transaction Documents Agreement to which SPAC it is a party and, upon receipt of approval of the Acquiror Stockholder Matters by the Acquiror Stockholders, to perform its obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined the applicable Acquiror Party and, except for approval of the Acquiror Stockholder Matters by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Acquiror Stockholders, no other company corporate or equivalent proceeding on the part of SPAC any Acquiror Party is necessary to authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. Acquiror has executed and delivered to Merger Sub a consent, in its capacity as the documents sole stockholder of Merger Sub, approving and adopting this Agreement in accordance with the DGCL, which consent shall be effective immediately following the Parties’ execution of this Agreement. By Acquiror’s execution and delivery hereof, it has provided all other approvals on behalf of the equityholder of Merger Sub required for the transactions contemplated hereby (other than the SPAC Shareholder Approval)hereby. This Agreement has been, and at or prior each such Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such Acquiror Party will bebe party, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC is a party and the other documents contemplated hereby and thereby such Acquiror Party will constitutebe party, will constitute a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are adjourned or postponed, the only votes of the holders of any of SPACAcquiror’s Securities that are shares necessary in connection with the entry into this Agreement by SPAC and Acquiror, the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing, and the approval of the Acquiror Stockholder Matters are as set forth on Schedule 6.02(b). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Acquiror’s shareholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) adopted a resolution recommending to the shareholders of Acquiror approval of the transactions contemplated by this Agreement.

Due Authorization. (a) SPAC The execution, delivery and performance by the Acies Parties of the Transaction Documents to which they are parties and the consummation by the Acies Parties of the Transactions are within the Acies Parties’ corporate powers and, except for the Acies Shareholder Approval and the approvals described in ‎‎Section 5.05, have been duly authorized by all necessary corporate action on the part of the Acies Parties. The affirmative vote of the holders of at least two-thirds of the votes cast at a general meeting of Acies (or such lesser standard as may be applicable to a specific Proposal), in person or represented by proxy and entitled to vote thereon, is the only vote of the holders of Acies’ capital stock necessary to adopt and approve this Agreement and to consummate the Transactions (the “Acies Shareholder Approval”). The Sponsor holds sufficient Acies Class B Ordinary Shares and has all requisite corporate power and the necessary authority to waive application of the Acies Anti-Dilution Provisions in the manner and on the terms contemplated by the Sponsor Agreement (and without the need for the consent or waiver of any other Person to be solicited or obtained). (b) At a meeting duly called and held, the Acies Board (i) execute and deliver determined that this Agreement, the other Transaction Documents to which SPAC is a party the Acies Parties are parties and the documents contemplated hereby Transactions are fair to and thereby, and in the best interests of Acies’ shareholders; (ii) consummate the Transactions approved, adopted and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of declared advisable this Agreement, the other Transaction Documents to which SPAC is a party the Acies Parties are parties and the documents contemplated hereby Transactions; (iii) resolved to recommend approval and thereby adoption of this Agreement by its shareholders (such recommendation, the “Acies Board Recommendation”); (iv) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned); and (v) approved the Transactions as a Business Combination. (c) Each of the directors of First Merger Sub and the consummation managers of Second Merger Sub (i) determined that this Agreement, the other Transaction Documents to which the Acies Parties are parties and the Transactions are fair to and in the best interests of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC sole stockholder or sole member, as applicable; and (Bii) determined by approved, adopted and declared advisable this Agreement, the board of directors of SPAC as advisable other Transaction Documents to SPAC which the Acies Parties are parties and the SPAC Shareholders and recommended for approval by Transactions, subject to Acies obtaining the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Acies Shareholder Approval. (d) This Agreement and the documents contemplated hereby (other than Transaction Documents to which the SPAC Shareholder Approval). This Agreement has beenAcies Parties are parties have been duly authorized, and at have been or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACAcies Parties, as applicable, and, assuming due authorization and this Agreement constitutesexecution by each other party hereto and thereto, and at constitute, or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, as applicable, a legal, valid and binding obligation of SPACthe Acies Parties, enforceable against SPAC them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) SPAC Acquiror has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (ii) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby hereby, and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board of directors of SPAC Acquiror and (B) determined by the board of directors of SPAC Acquiror as advisable to SPAC Acquiror and the SPAC Shareholders Acquiror Stockholders and recommended for approval by the SPAC ShareholdersAcquiror Stockholders. No other company proceeding on the part of SPAC Acquiror is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Acquiror Stockholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACAcquiror, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACAcquiror, enforceable against SPAC Acquiror in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present, each of those Transaction Proposals as identified in the Proxy/Registration Statement described in clauses (A), (B) and (C) of Section 10.2(a)(i) ), shall require approval by an affirmative vote of the holders of SPAC Ordinary Shares at least 66 2/3% of the outstanding voting stock of Acquiror, which is not owned by the interested stockholder (as defined in Acquiror’s Governing Documents) at an annual or special meeting of stockholders duly called by the board of directors of Acquiror. (c) The foregoing votes (which include the SPAC Shareholder Acquiror Stockholder Approval) are the only votes of the holders of any of SPAC’s Securities that are Acquiror Common Stock necessary in connection with entry into this Agreement by SPAC Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (d) At a meeting duly called and held, the board of directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. Each of Merger Partner and Merger Partner Equityholder has all requisite limited liability company and partnership power and authority, respectively, to execute and deliver this Agreement and (a) SPAC has subject to the receipt of the Consents described in Section 6.4), will, prior to the Closing, have all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is it will be a party at the Effective Time and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery by Xxxxxx Partner and Merger Partner Equityholder of this Agreement, Agreement and the other Transaction Documents to which SPAC it is a party and the documents contemplated hereby and thereby and the consummation as of the Transactions date hereof have been (A) duly and validly authorized and approved by the board of directors of SPAC all necessary and (B) determined by the board of directors of SPAC as advisable to SPAC proper limited liability company and the SPAC Shareholders partnership action on its part, and recommended for approval by the SPAC Shareholders. No no other company proceeding corporate action on the part of SPAC Merger Partner is necessary to authorize this Agreement or the Transaction Documents to which it is a party as of the date hereof. Prior to the Effective Time, the execution and delivery by each of Merger Partner and Merger Partner Equityholder of any other Transaction Documents to which it will be a party will be duly and validly authorized and approved by all necessary and proper corporate action on its part and no other corporate action on the part of Merger Partner or Merger Partner Equityholder will be necessary to authorize the other Transaction Documents to which it will be a party at the Effective Time. Each of this Agreement and the documents contemplated hereby (other than Transaction Documents to which it is or will be a party at the SPAC Shareholder Approval). This Agreement Effective Time has been, or when executed and at or prior to the Merger Closing, the other documents contemplated hereby delivered will be, duly and validly executed and delivered by the SPAC, Xxxxxx Partner and Merger Partner Equityholder and (assuming that this Agreement constitutes, and at or prior to the Merger Closing, the such other applicable Transaction Documents to which SPAC each of the Company or SpinCo is or will be a party and at the other documents contemplated hereby and thereby will constitute, Effective Time constitutes a legal, valid and binding obligation of SPACeach of the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Merger Partner and Merger Partner Equityholder, enforceable against SPAC Merger Partner and Merger Partner Equityholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) The SPAC has all requisite corporate power and authority to (i) execute and deliver this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party and at the documents contemplated hereby and thereby, Effective Time and (iisubject to the receipt of the Consents described in Section 4.4, the SPAC Shareholder Approval) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution and delivery by the SPAC of this Agreement, Agreement and the other Transaction Documents to which SPAC it is or will be a party and at the documents contemplated hereby and thereby Effective Time and the consummation by the SPAC of the Transactions (other than the authorization, filing and registration of the Plan of Merger, the approval and adoption of the Surviving Company M&A and the resignation of directors of SPAC in accordance with Section 1.2(b)(iii)) have been (A) duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the board SPAC Shareholder Approval and the authorization, filing and registration of the Plan of Merger, the approval and adoption of the Surviving Company M&A and the resignation of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Board in accordance with Section 1.2(b)(iii), no other company proceeding corporate action on the part of the SPAC is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party at the Effective Time. Additionally, the SPAC has determined that the fair market value of the Company is equal to at least 80% of the balance in the Trust Account not including deferred underwriting discounts and commissions. Each of this Agreement and the documents contemplated hereby (other than Transaction Documents to which it is or will be a party at the SPAC Shareholder Approval). This Agreement Effective Time has been, or when executed and at or prior to the Merger Closing, the other documents contemplated hereby delivered will be, duly and validly executed and delivered by the SPAC, SPAC and (assuming that this Agreement constitutes, and at or prior to the Merger Closing, the such other applicable Transaction Documents to which SPAC the Company is or will be a party and at the other documents contemplated hereby and thereby will constitute, Effective Time constitutes a legal, valid and binding obligation of the Company) constitutes or will constitute a legal, valid and binding obligation of the SPAC, enforceable against the SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) The votes on Assuming that a quorum (as determined pursuant to the SPAC’s Governing Documents) is present: (i) each of the Transaction Proposals as identified in clause (E) of Section 5.4(e)(ii) shall require approval by a special resolution under the Proxy/Registration Statement described Cayman Companies Act (being the affirmative vote of the holders of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at the SPAC Shareholders Meeting); (ii) each of the Transaction Proposals identified in clauses (A), (B), (C), (D) and (F) of Section 5.4(e)(ii) shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of such members as, being entitled to do so, vote in person or by proxy at the SPAC Shareholders Meeting); and (iii) each of the remaining Transaction Proposals identified in Section 10.2(a)(i) 5.4(e)(ii), in each case, shall require approval by the number of holders of the SPAC Ordinary Shares required to approve such Transaction Proposals under applicable Law and the Governing Documents of the SPAC. (which include the SPAC Shareholder Approvalc) The foregoing votes are the only votes of the holders of any of the SPAC’s Securities that are share capital necessary in connection with entry into this Agreement by the SPAC and the consummation of the Transactions, including the Merger Closing. (d) At a meeting duly called and held, or by written resolutions of the SPAC Board signed by all directors of the SPAC in lieu of a meeting, the SPAC Board has unanimously approved the Transactions as a Business Combination.

Due Authorization. (a) SPAC Acquiror has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (ii) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby hereby, and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board of directors of SPAC Acquiror Board and (B) determined by the board of directors of SPAC Acquiror Board as advisable to SPAC Acquiror and the SPAC Acquiror Shareholders and recommended for approval by the SPAC Acquiror Shareholders. No other company proceeding on the part of SPAC Acquiror is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Acquiror Shareholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACAcquiror, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACAcquiror, enforceable against SPAC Acquiror in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present, each of those Transaction Proposals as identified in clauses (A), (B) and (C) of Section 8.2(a)(i), shall require approval by an Ordinary Resolution (as defined in the Proxy/Registration Statement described in Section 10.2(a)(i) by Acquiror’s Governing Documents), which requires an affirmative vote of the holders of SPAC Ordinary at least a majority of the issued and outstanding Acquiror Shares entitled to vote who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Acquiror Board and held for such purpose. (c) The foregoing votes (which include the SPAC Acquiror Shareholder Approval) are the only votes of the holders of any of SPACAcquiror’s Securities that are Shares necessary in connection with entry into this Agreement by SPAC Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (d) At a meeting duly called and held, the Acquiror Board has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to this Agreement to which SPAC it is a party and (subject to the documents approvals described in Section 5.07) (in the case of Acquiror), upon receipt of the Acquiror Stockholder Approval and effectiveness of the PubCo Charter, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby such Ancillary Agreements by each of Acquiror and thereby Merger Sub and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors of SPAC all requisite action and (B) determined by in the board case of directors of SPAC as advisable to SPAC and Acquiror), except for the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Acquiror Stockholder Approval, no other company corporate or equivalent proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such Ancillary Agreements or Acquiror’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby each such Ancillary Agreement will constitute, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC each of Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of a majority of the votes on cast at the Special Meeting, by the holders of the Acquiror Common Stock present in person or represented by proxy and entitled to vote thereon, is required to approve: (i) the Transaction Proposals as identified Proposal, (ii) the Stock Issuance Proposal, (iii) the Amendment Proposal, and (iv) the Acquiror Incentive Plan Proposal, in each case, assuming a quorum is present (the Proxy/Registration Statement described in Section 10.2(a)(i) approval by holders Acquiror Stockholders of SPAC Ordinary Shares (which include all of the SPAC Shareholder foregoing, collectively, the “Acquiror Stockholder Approval) ”). The Acquiror Stockholder Approval are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC Acquiror, and the consummation of the Transactions, transactions contemplated hereby (including the Closing). (c) The Acquiror Board has duly adopted resolutions: (i) determined that this Agreement and the transactions contemplated hereby and thereby (including the approval of the PubCo Charter) are fair to, advisable and in the best interests of Acquiror and its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; (iv) approved this Agreement, the Subscription Agreements and the transactions contemplated hereby and thereby (including the PubCo Charter), the execution and delivery by Acquiror of this Agreement, the Subscription Agreements and Acquiror’s performance of its obligations under this Agreement, the Subscription Agreements and consummation of the transactions contemplated hereby and thereby and (v) resolved to recommend to the stockholders of Acquiror approval of each of the matters requiring Acquiror Stockholder approval. The Board of Directors of Merger ClosingSub has duly adopted resolutions (i) approving this Agreement and the transactions contemplated hereby, the execution and delivery by Merger Sub of this Agreement and Merger Sub’s performance of its obligations under this Agreement and consummation of the transactions contemplated hereby, (ii) declared this Agreement and the merger to be advisable and in the best interests of Merger Sub and its sole stockholder and (iii) recommended that Acquiror approve and adopt this Agreement and the Merger in its capacity as the sole stockholder of Merger Sub.

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the other Agreement and each Transaction Documents Agreement to which SPAC it is a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and the documents contemplated hereby thereunder and thereby, and (ii) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderthe transactions contemplated thereby. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions and the transactions contemplated thereby have been (A) duly and validly authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and applicable Acquiror Party and, except for the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Acquiror Stockholder Approval, no other company corporate or equivalent proceeding on the part of SPAC any Acquiror Party is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. This Agreement has been, and at or prior each such Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such Acquiror Party will bebe party, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC is a party and the other documents contemplated hereby and thereby such Acquiror Party will constitutebe party, will constitute a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions are fair to and in the best interests of Acquiror’s stockholders, (ii) approved the Transactions as a Business Combination, (iii) resolved to recommend to Acquiror’s stockholders approval of each of the Acquiror Stockholder Matters, and (iv) determined that the fair market value of the Company Parties is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Transaction Proposals Trust Account) as identified in of the Proxy/Registration Statement described in Section 10.2(a)(idate hereof. (c) Assuming that a quorum (as determined pursuant to the Acquiror Organizational Documents) is present: (i) the Charter Proposal shall require approval by an affirmative vote of the holders of SPAC Ordinary Shares at least 65% of the outstanding Acquiror Common Stock entitled to vote thereupon (which include as determined pursuant to the SPAC Shareholder ApprovalAcquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose; and (ii) each of the Business Combination Proposal, NYSE Proposal, Bylaws Proposal, Equity Incentive Plan Proposal and Director Election Proposal shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Stock entitled to vote thereupon (as determined pursuant to the Acquiror Organizational Documents) at a stockholders’ meeting duly called by the Acquiror Board and held for such purpose. (d) The foregoing votes are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with entry into this Agreement by SPAC Acquiror Parties and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) SPAC Each of the Acquisition Entities has all requisite corporate power and authority to (ia) execute execute, deliver and deliver perform this Agreement and the Ancillary Agreements to which it is, or will become pursuant to this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby (b) carry out its obligations hereunder and thereby, thereunder and (ii) to consummate the Transactions and perform all obligations Transactions, subject, in the case of the Merger, to obtaining the Merger Sub Written Consent, which shall be performed by it hereunder and thereunder. The obtained within 5 Business Days of the execution and delivery of this Agreement, . The execution and delivery by each of the other Transaction Documents Acquisition Entities of this Agreement and the Ancillary Agreements to which SPAC is it is, or will become pursuant to this Agreement, a party and the documents contemplated hereby and thereby and the consummation by such Acquisition Entity of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by PubCo Board, the board of directors of SPAC as advisable to SPAC Merger Sub Board and the SPAC Shareholders shareholders of PubCo, and recommended for approval by the SPAC Shareholders. No no other company proceeding proceedings on the part of SPAC is such Acquisition Entity are necessary to authorize this Agreement and or the documents contemplated hereby (Ancillary Agreements to which it is, or will become pursuant to this Agreement, a party or to consummate the Transactions, other than obtaining the SPAC Shareholder Approval)Merger Sub Written Consent, which shall be obtained within five Business Days of the execution and delivery of this Agreement. This Agreement has and the Ancillary Agreements to which each of the Acquisition Entities is, or will become pursuant to this Agreement, a party have been, and at or prior to the Merger Closing, the other documents contemplated hereby will beshall be when delivered, duly and validly executed and delivered by such Acquisition Entity and, assuming the SPACdue authorization, execution and this Agreement constitutesdelivery hereof and thereof by the other parties hereto and thereto, and at constitute, or prior to the Merger Closingwhen delivered shall constitute, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation obligations of SPACsuch Acquisition Entity, enforceable against SPAC such Acquisition Entity in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general or by principles governing the availability of equityequitable remedies. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) SPAC Quantum has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Document to which SPAC it is or will be a party and, upon receipt of the Quantum Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Agreement and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors of SPAC and (B) determined by Quantum and, except for the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Quantum Stockholder Approval, no other company corporate or equivalent proceeding on the part of SPAC Quantum is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such Transaction Documents or Quantum’s performance hereunder or thereunder. This Agreement has been, and at each such Transaction Document to which Quantum is or prior to the Merger Closing, the other documents contemplated hereby will be a party has been or will be, duly and validly executed and delivered by the SPACQuantum and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Document to which SPAC Quantum is or will be a party and the other documents contemplated hereby and thereby party, constitutes or will constitute, constitute a legal, valid and binding obligation of SPACQuantum, enforceable against SPAC Quantum in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are adjourned or postposed, the only votes of the holders of any of SPACQuantum’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC and Quantum, the consummation of the Transactions, including the Merger Closing, and the approval of the Quantum Stockholder Matters are as set forth in Section 7.02(b) of the Quantum Disclosure Letter (such votes, collectively, the “Quantum Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Quantum has unanimously: (i) determined that this Agreement and the Transactions are fair to and in the best interests of Quantum Stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the Transactions as a Business Combination on the terms and subject to the conditions of this Agreement; and (iv) resolved to recommend to the stockholders of Quantum approval of the Transactions. (d) To the knowledge of Quantum, the execution, delivery and performance of any Transaction Document by any party thereto, do not and will not conflict with or result in any violation of any provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each ancillary agreement to this Agreement to which SPAC it is a party and (subject to the documents approvals described in Section 5.07) (in the case of Acquiror), upon receipt of the Acquiror Stockholder Approval and the effectiveness of the Acquiror Charter Amendment, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby such ancillary agreements by each of Acquiror and thereby Merger Sub and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors of SPAC all requisite action and (B) determined by in the board case of directors of SPAC as advisable to SPAC Acquiror), except for the Acquiror Stockholder Approval and the SPAC Shareholders and recommended for approval by effectiveness of the SPAC Shareholders. No Acquiror Charter Amendment, no other company corporate or equivalent proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such ancillary agreements or Acquiror’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby each such ancillary agreement will constitute, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC each of Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on affirmative vote of (i) holders of a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(iProposal, (ii) by holders of SPAC Ordinary Shares a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the NYSE Proposal, (which include iii) (A) holders of a majority of the SPAC Shareholder Approvaloutstanding shares of Acquiror Common Stock and Acquiror Class B Common Stock, voting together as a single class, and (B) holders of a majority of the outstanding shares of Class B Common Stock, voting separately as a single class, shall be required to approve the Amendment Proposal, and (iv) holders of a majority of the outstanding shares of Acquiror Common Stock and Acquiror Class B Common Stock, voting together as a single class, cast at the Special Meeting shall be required to approve the Acquiror Omnibus Incentive Plan Proposal, in each case, assuming a quorum is present, to approve the Proposals are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC Acquiror, and the consummation of the Transactionstransactions contemplated hereby, including the Merger ClosingClosing (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of Acquiror and its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of each of the matters requiring Acquiror Stockholder approval.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each ancillary agreement to this Agreement to which SPAC it is a party and (subject to the documents contemplated hereby approvals described in Section 5.05), upon receipt of the Acquiror Requisite Approval, to perform its respective obligations hereunder and thereby, thereunder and (ii) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderthe transactions contemplated thereby. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby such ancillary agreements by each of Acquiror and thereby Merger Sub and the consummation of the Transactions and the transactions contemplated thereby have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC Acquiror Board and the SPAC Shareholders Merger Sub Board, and recommended for approval by upon receipt of the SPAC Shareholders. No Acquiror Requisite Approval, no other company corporate or equivalent proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement or such ancillary agreements or Acquiror’s or Merger Sub’s performance hereunder or thereunder. Acquiror, as the sole stockholder of Merger Sub, substantially concurrently with the execution and delivery of this Agreement (but deemed to occur a moment thereafter), has adopted this Agreement and approved the documents contemplated hereby (other than the SPAC Shareholder Approval)Transactions. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, as applicable, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC each of Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on affirmative vote of holders of a majority of the shares of Acquiror Common Stock having voting power present in person or represented by proxy at the Special Meeting shall be required to approve the Transaction Proposals as identified in Proposal (such approval of the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include Acquiror Stockholders, the SPAC Shareholder “Acquiror Requisite Approval) are ”), assuming a quorum is present, is the only votes of the holders vote of any of SPACAcquiror’s Securities that are necessary capital stock required in connection with the entry into this Agreement by SPAC Acquiror and the consummation of the Transactions, including the Closing (the approval by Acquiror Stockholders of the foregoing, together with the Acquiror Requisite Approval, the “Acquiror Stockholder Approval”). (i) At a meeting duly called and held on or prior to the date hereof, the Acquiror Board unanimously: (A) determined that this Agreement and the Transactions are fair to, advisable and in the best interests of Acquiror and the Acquiror Stockholders; (B) approved the Transactions and (C) recommended to the Acquiror Stockholders the approval of each of the Proposals. (ii) At a meeting duly called and held or by unanimous written consent on or prior to the date hereof, the Merger Sub Board unanimously: (A) determined that this Agreement and the Transactions are fair to, advisable and in the best interests of Merger Sub and Acquiror (as sole stockholder of Merger Sub); (B) approved this Agreement and (C) recommended to Acquiror (as the sole stockholder of Merger Sub) the adoption by Acquiror of this Agreement and approval of the Transactions. (d) The approval of Acquiror, as the sole stockholder of Merger Sub, is the only vote of holders of any class or series of capital stock of Merger Sub required in connection with the adoption of this Agreement and the consummation of the Transactions, including the Closing.

Due Authorization. (a) SPAC KME, as at the date hereof, has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each ancillary agreement to this Agreement to which SPAC it is a party and, as at the Closing Date, will have (subject to the approvals described in Section 5.06) all requisite corporate power and authority to execute, deliver and perform this Agreement and each ancillary agreement to this Agreement to which it is a party and the documents contemplated hereby and thereby, and (ii) to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby such ancillary agreements and the consummation of the Transactions will, as at the Closing Date, have been (A) duly and validly authorized by all necessary corporate approvals of KME, and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No no other company corporate proceeding on the part of SPAC KME is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such ancillary agreements, or KME’s performance hereunder or thereunder. This Agreement has been, and at or prior each ancillary agreement to the Merger Closing, the other documents contemplated hereby which KME is a party will bebe when delivered, duly and validly executed and delivered by the SPACKME and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby each such ancillary agreement when delivered will constitute, constitute a legal, valid and binding obligation of SPACKME, enforceable against SPAC KME in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes board of directors of KME, at a meeting duly called and held on or prior to the date of this Agreement, duly adopted resolutions by which the board of directors of KME: (i) approved and declared advisable this Agreement and the Aerospace Business Transfer; and (ii) authorized and approved the execution, delivery and performance of this Agreement and the Aerospace Business Transfer on the Transaction Proposals terms and subject to the conditions set forth herein. (c) The board of directors, the supervisory board and/or the shareholders, as identified in applicable, of KME Germany, KME Mansfeld and KME America, at meetings duly called and held on or prior to the Proxy/Registration Statement described in Section 10.2(a)(iExchange Date, duly adopted board resolutions and/or shareholder resolutions, as applicable, by which each: (i) by holders of SPAC Ordinary Shares approved and declared advisable the Aerospace Business Transfer; and (which include ii) authorized and approved the SPAC Shareholder Approval) are the only votes execution, delivery and performance of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC Aerospace Business Transfer on the terms and subject to the consummation of the Transactions, including the Merger Closingconditions set forth herein.

Due Authorization. (a) SPAC Each of the Purchasing Parties has all requisite corporate power and authority to (i) execute execute, deliver and deliver perform this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which SPAC it is a party and to consummate the transactions described in this Agreement or the Ancillary Agreements. The execution, delivery and performance by each Purchasing Party of this Agreement and the Ancillary Agreements to which it is a party and the documents contemplated hereby and thereby, and (ii) consummate consummation by the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery each Purchasing Party of the transactions described in this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby and the consummation of the Transactions Ancillary Agreements have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding all necessary corporate action on the part of SPAC is each Purchasing Party, and no other corporate actions or proceedings on the part of each Purchasing Party are necessary to authorize the execution, delivery and performance by each Purchasing Party of this Agreement and of the documents contemplated hereby (other than Ancillary Agreements to which it is a party or the SPAC Shareholder Approval)transactions described in this Agreement or the Ancillary Agreements. This Agreement Each of the Purchasing Parties has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by this Agreement and has duly and validly executed and delivered (or before or at the SPAC, Closing shall duly and this validly execute and deliver) the Ancillary Agreements to which it is a party. This Agreement constitutes, and at or prior to upon execution and delivery of (assuming due execution and delivery by all other parties) the Merger Closing, the other Transaction Documents Ancillary Agreements to which SPAC a Purchasing Party is a party and the other documents contemplated hereby and thereby will shall constitute, a legal, valid and binding obligation obligations of SPACthe Purchasing Party, enforceable against SPAC it in accordance with its their terms, subject to except as may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect that affect creditors’ rights generally and subject, as to enforceability, to general principles of equity. generally; or (b) The votes principles of equity including legal or equitable limitations on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders availability of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closingspecific remedies.

Due Authorization. (a) SPAC Acquiror has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (ii) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by the board of directors of SPAC Acquiror and (B) determined by the board of directors of SPAC Acquiror as advisable to SPAC Acquiror and the SPAC Acquiror Shareholders and recommended for approval by the SPAC Acquiror Shareholders. No other company proceeding on the part of SPAC Acquiror is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Acquiror Shareholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACAcquiror, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACAcquiror, enforceable against SPAC Acquiror in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present, each of those Transaction Proposals as identified in the Proxy/Registration Statement described in clauses (A), (B) and (C) of Section 10.2(a)(i) ), shall require approval by an Ordinary Resolution (as defined in the Acquiror’s Governing Documents), which requires an affirmative vote of the holders of SPAC Ordinary at least a majority of the issued and outstanding Acquiror Shares entitled to vote who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the board of directors of Acquiror and held for such purpose. (c) The foregoing votes (which include the SPAC Acquiror Shareholder Approval) are the only votes of the holders of any of SPACAcquiror’s Securities that are Shares necessary in connection with entry into this Agreement by SPAC Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (d) At a meeting duly called and held, the board of directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC Each of the Acquiror Parties has all the requisite corporate exempted company, corporate, limited liability company or other similar power and authority to (i) execute and deliver this AgreementAgreement and each other Transaction Agreement to which it is a party and, with respect to Acquiror, upon receipt of the Acquiror Shareholder Approval, to perform its obligations hereunder and thereunder and to consummate the Domestication, the Transactions and the other transactions contemplated by the other Transaction Documents to Agreements. L&F Holdings, as sole stockholder of each of ZF Merger Sub and IDX Merger Sub, has delivered consents (which SPAC is a party shall become effective immediately after the execution of this Agreement in accordance with Section 228(c) of the DGCL) approving this Agreement and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution execution, delivery and delivery performance of this Agreement, the Agreement and such other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Domestication, the Transactions and the other transactions contemplated thereby have been (A) duly and validly authorized and approved by the board of directors or equivalent governing body of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC applicable Acquiror Party and, except for the Acquiror Shareholder Approval and the SPAC Shareholders adoption of this Agreement by L&F Holdings (in its capacity as sole stockholder of each of ZF Merger Sub and recommended for approval by the SPAC Shareholders. No IDX Merger Sub), no other company corporate or equivalent proceeding on the part of SPAC any Acquiror Party is necessary to authorize this Agreement and the documents contemplated hereby (or such other than the SPAC Shareholder Approval)Transaction Agreements or any Acquiror Party’s performance hereunder or thereunder. This Agreement has been, and at or prior each such other Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such Acquiror Party will be party (when executed and delivered by such Acquiror Party) will be, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the each such other Transaction Documents Agreement to which SPAC is a party and the other documents contemplated hereby and thereby such Acquiror Party will constitutebe party, will constitute a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement, the Domestication, the Transactions and the other transactions contemplated by the other Transaction Agreements are fair to and in the best interests of Acquiror’s shareholders, (ii) approved the Transactions as a Business Combination, (iii) approved of the issuance of shares of Acquiror Common Stock in connection with the Transactions as may be required under NYSE or NASDAQ listing requirements, as applicable, (iv) resolved to recommend to Acquiror’s shareholders’ approval of each of the Acquiror Shareholder Matters, and (v) determined that the fair market value of the Company Parties is equal to at least 80% of the amount held in the Trust Account (excluding any deferred underwriting commissions and taxes payable on interest earned on the Transaction Proposals Trust Account) as identified in of the Proxy/Registration Statement described in Section 10.2(a)(idate hereof. (c) At the Special Meeting: (i) approval by holders the Acquiror Shareholders of SPAC Ordinary Shares (which include the SPAC Domestication Proposal shall require the Supermajority Acquiror Shareholder Approval; (ii) approval by the Acquiror Shareholders of the Acquiror Charter Proposal shall require the Supermajority Acquiror Shareholder Approval; and (iii) approval by the Acquiror Shareholders of each Acquiror Shareholder Matter other than the Domestication Proposal and the Charter Proposal shall require the Majority Acquiror Shareholder Approval. (d) The foregoing votes are the only votes of the holders of any of SPACAcquiror’s Securities that are shareholders necessary in connection with entry into this Agreement and the other Transaction Agreements by SPAC the Acquiror Parties and the consummation of the TransactionsDomestication, including the Merger ClosingTransactions and the other transactions contemplated by the other Transaction Agreements.

Due Authorization. (a) SPAC Each of Swiss NewCo, US HoldCo and DE Merger Sub has all the requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement, Agreement and the other Transaction Documents documents to which SPAC it is a party and the documents contemplated hereby and thereby, and (ii) to consummate the Transactions transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The Subject to the receipt of the approvals and consents to be obtained by US HoldCo and DE Merger Sub pursuant to Section 7.6, the execution and delivery of this Agreement, the Agreement and other Transaction Documents documents to which SPAC either of Swiss NewCo, US HoldCo and DE Merger Sub is a party and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by all necessary corporate (or other similar) action on the board part of directors each of SPAC Swiss NewCo, US HoldCo and (B) determined by the board of directors of SPAC as advisable to SPAC DE Merger Sub and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No no other company or corporate proceeding on the part of SPAC each of Swiss NewCo, US HoldCo or DE Merger Sub, as the case may be, is necessary to authorize this Agreement and the other documents to which any of Swiss NewCo, US HoldCo or DE Merger Sub is a party contemplated hereby (other than the SPAC Shareholder Approval)hereby. This Agreement has been, and at on or prior to the Merger Acquisition Closing, the other documents to any of Swiss NewCo, US HoldCo or DE Merger Sub, as the case may be, is a party contemplated hereby will be, duly and validly executed and delivered by the SPAC, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, constitute a legal, valid and binding obligation of SPACSwiss NewCo, US HoldCo or DE Merger Sub, as the case may be, enforceable against SPAC Swiss NewCo, US HoldCo or DE Merger Sub, as the case may be, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes On or prior to the date of this Agreement, the Board of Directors of each of Swiss NewCo, US HoldCo and DE Merger Sub has duly adopted resolutions (i) determining that this Agreement and the other documents to which Swiss NewCo, US HoldCo or DE Merger Sub, as the case maybe, is a party contemplated hereby and the transactions contemplated hereby and hereby are advisable and fair to, and in the best interests of, the Swiss NewCo, US HoldCo or DE Merger Sub, as the case maybe, and its stockholders, as applicable and (ii) authorizing and approving the execution, delivery and performance by Swiss NewCo, US HoldCo and DE Merger Sub, as the case maybe, of this Agreement and the other documents to which it is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes part of the holders of Swiss NewCo, US HoldCo or DE Merger Sub or any of SPAC’s Securities that are necessary in connection with entry their stockholders to enter into this Agreement by SPAC or the other documents to which any of Swiss NewCo, US HoldCo or DE Merger Sub is a party contemplated hereby or to approve the transactions contemplated hereby and the consummation of the Transactions, including the Merger Closingthereby.

Due Authorization. (a) SPAC Each of the Acquiror and Merger Sub has all requisite corporate power and authority to (i) execute enter into and deliver perform its obligations under this Agreement, Agreement and the other Transaction Documents Ancillary Agreements to which SPAC it is a party party. (b) The execution, delivery and the documents contemplated hereby performance by Axxxxxxx and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery Merger Sub of this Agreement, the other Transaction Documents and each Ancillary Agreement to which SPAC Acquiror or Merger Sub is a party party, and the documents consummation by Acquiror and Merger Sub of the transactions contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding all requisite corporate action on the part of SPAC is Acquiror and Merger Sub and no other corporate proceedings on the part of Acquiror or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement Agreement, any Ancillary Agreements to which Acquiror or Merger Sub is a party or to consummate the Merger and the documents other transactions contemplated hereby (other than the SPAC Shareholder Approval)or thereby. This Agreement has been, and at each Ancillary Agreement to which Acquiror or prior to the Merger Closing, the other documents contemplated hereby Sub is a party will be, duly and validly executed and delivered by the SPACAcquiror and Merger Sub and, assuming due authorization, execution and this Agreement constitutes, and at or prior to the Merger Closing, delivery by the other Transaction Documents to which SPAC is a party parties hereto and the other documents contemplated hereby and thereby thereto, constitute, or will constitute, a legal, the valid and binding obligation of SPACAcquiror and Merger Sub, enforceable against SPAC Acquiror and Merger Sub in accordance with its their respective terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance, reorganization, moratorium and conveyance or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (bc) The votes on board of directors of Acquiror and the Transaction Proposals as identified in Merger Sub has unanimously (a) approved and declared the Proxy/Registration Statement described in Section 10.2(a)(i) by holders advisability of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the Ancillary Agreements and the consummation of the Transactions, including transactions contemplated hereby and thereby and (b) determined that the consummation of the transactions contemplated hereby and thereby are in the best interests of Acquiror and Merger ClosingSub and the stockholders of Acquiror and Merger Sub.

Due Authorization. (a) SPAC has all requisite corporate power The execution, delivery and authority to (i) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed performance by it hereunder and thereunder. The execution and delivery each Acquiror Party of this Agreement, the other Transaction Documents and each Ancillary Agreement to which SPAC such Acquiror Party is a party party, and the documents consummation by each Acquiror Party of the transactions contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC all necessary corporate or company action, as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding applicable, on the part of SPAC is such Acquiror Party and, except as set forth in Section 6.02 of the Acquiror Disclosure Schedules, no other corporate or company proceedings, as applicable, on the part of such Acquiror Party are necessary to authorize the execution, delivery and performance of this Agreement and Agreement, any Ancillary Agreements to which such Acquiror Party is a party or to consummate the documents contemplated hereby (other than Transactions, subject only to the SPAC Shareholder receipt of the Acquiror Stockholder Approval). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by each of the SPACAcquiror Parties, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, constitutes a legal, valid and binding obligation of SPAC, each Acquiror Party enforceable against SPAC such Acquiror Party in accordance with its terms, subject to except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights generally and subjectas limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). When each Ancillary Agreement to which any Acquiror Party is or will be a party has been duly executed and delivered by such Acquiror Party (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement will constitute a legal and binding obligation of such Acquiror Party enforceable against it in accordance with its terms, except as to enforceabilitythe enforceability thereof may be limited by any applicable bankruptcy, to general insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles of (whether considered in a proceeding at law or in equity). (b) The votes on At a meeting duly called and held or by action duly taken by written consent, the Transaction Proposals as identified governing body of each Acquiror Party has unanimously: (i) determined that this Agreement, each Ancillary Agreement to which such Acquiror Party is a party, and the transactions contemplated hereby and thereby (including the Mergers) are fair to, advisable and in the Proxy/Registration Statement described in Section 10.2(a)(ibest interests of such Acquiror Party and its stockholders or unitholders, as applicable; (ii) approved the transactions contemplated by holders this Agreement as a Business Combination and (iii) as applicable or required under applicable law, resolved to recommend to the stockholders or unitholders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes such Acquiror Party adoption and approval of each of the holders of any of SPACmatters requiring such stockholder or unitholder’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closingapproval.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate power and authority to (ia) execute and deliver this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and therebyhereby, and (iib) consummate the Transactions transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby and the consummation of the Transactions transactions contemplated hereby and thereby have been (Ai) duly and validly authorized and approved by the board Board of directors Directors of SPAC Acquiror and by the Board of Directors of Merger Sub and (Bii) determined by the board Board of directors Directors of SPAC Acquiror as advisable to SPAC Acquiror and the SPAC Shareholders Acquiror Stockholders and recommended for approval by the SPAC ShareholdersAcquiror Stockholders. No other company proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder ApprovalAcquiror Stockholder Approval and the adoption of this Agreement by Acquiror as the sole stockholder of Merger Sub). This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub, and this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are Acquiror Stockholder Approval represents the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with entry into this Agreement by SPAC Acquiror and the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing. (c) At a meeting duly called and held, the Board of Directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. (a) SPAC Each of Parent and Merger Sub has all requisite full corporate power and authority to enter into, deliver and perform this Agreement and its Related Agreements and, subject to receipt of the Parent Stockholder Approvals and to the adoption of this Agreement by Parent as the sole stockholder of Merger Sub, to consummate the transactions contemplated hereby and thereby. The Special Committee has unanimously (a) determined that the terms of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) are fair to and in the best interests of Parent and its stockholders (other than the Excluded Company Parties), (b) approved the execution, delivery and performance of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) and (c) recommended that the Parent Board approve, and recommend that Parent’s stockholders approve, the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances). The Parent Board (acting on the recommendation of the Special Committee) has, by unanimous vote of the Transaction Directors, (i) execute determined that the terms of the Transaction Agreements and deliver the Transactions (including the Mergers and the Share Issuances) are fair to and in the best interests of Parent and its stockholders (other than the Excluded Company Parties), (ii) approved the execution, delivery and performance of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances), (iii) directed that the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) be submitted to Parent’s stockholders for approval at a duly held meeting of such stockholders for such purpose (the “Stockholders Meeting”) and (iv) resolved to recommend that Parent’s stockholders approve the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) at the Stockholders Meeting (the foregoing clause (c) and this clause (iv), collectively, the “Parent Recommendation”). The board of directors of Merger Sub has unanimously (A) determined that this Agreement, the other Transaction Documents to which SPAC is a party terms of this Agreement and the documents transactions contemplated hereby by this Agreement are fair to and therebyin the best interests of Merger Sub and its sole stockholder, (B) approved and declared advisable the execution, delivery and performance of this Agreement and the transactions contemplated by this Agreement and (C) resolved to recommend that Merger Sub’s sole stockholder adopt this Agreement. Except for (x) (1) the approval of the Share Issuances by the affirmative vote of the holders of a majority of the total votes of Parent Common Shares cast on such matter in person or by proxy at the Stockholders Meeting (or any adjournment thereof), as required by Rule 5635(a) of the Nasdaq Listing Rules (the “Parent Nasdaq Stockholder Approval”), (2) the approval of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) by the affirmative vote of the holders of a majority of the total voting power of Parent Common Shares present in person or by proxy at the Stockholders Meeting (or any adjournment thereof) (the “Parent General Stockholder Approval”) and (3) the approval of the Transaction Agreements and the Transactions (including the Mergers and the Share Issuances) by the affirmative vote of the holders of a majority of the total voting power of Parent Common Shares not owned, directly or indirectly, by the Excluded Company Parties present in person or by proxy at the Stockholders Meeting (or any adjournment thereof), where a majority of the outstanding Parent Common Shares not owned, directly or indirectly, by the Excluded Company Parties are present in person or by proxy at the Stockholders Meeting (or any adjournment thereof) (the “Parent Unaffiliated Stockholder Approval” and, together with the Parent Nasdaq Stockholder Approval and the Parent General Stockholder Approval, the “Parent Stockholder Approvals”), and (iiy) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery adoption of this AgreementAgreement by Parent as the sole stockholder of Merger Sub, the no other Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding corporate proceedings on the part of SPAC is Parent or Merger Sub are necessary to authorize authorize, adopt or approve, as applicable, this Agreement and or Parent’s Related Agreements or to consummate the documents transactions contemplated hereby or thereby (other than except for the SPAC Shareholder Approvalfiling of the Certificate of Merger pursuant to the DGCL). This Agreement Each of Parent and Merger Sub has been, and at or prior to the Merger Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by this Agreement and has duly and validly executed and delivered (or prior to or at the SPAC, Closing will duly and this validly execute and deliver) its Related Agreements. This Agreement constitutes, and at or prior to the Merger ClosingParent’s Related Agreements upon execution and delivery by Parent (assuming due power and authority of, and due execution and delivery by, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby Parties or parties thereto) will constitute, a legal, valid and binding obligation obligations of SPACParent and Merger Sub (as applicable), enforceable against SPAC Parent and Merger Sub (as applicable) in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, in each case except as to enforceability, to general principles of equitysuch enforceability may be limited by the Enforceability Exceptions. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) Each of the SPAC Parties has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Agreement and each Transaction Documents Agreement to which SPAC it is a party and, upon receipt of approval of the SPAC Stockholder Matters by the SPAC Stockholders, to perform its obligations hereunder and thereunder and to consummate the documents transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Plan of Merger and such Transaction Documents to which SPAC is a party and the documents contemplated hereby and thereby Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly duly, validly and validly unanimously authorized and approved by the board of directors of the applicable SPAC and (B) determined by the board Party and, except for approval of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval Stockholder Matters by the SPAC Shareholders. No Stockholders, no other company corporate proceeding on the part of any SPAC Party is necessary to authorize this Agreement or such Transaction Agreements or any SPAC Party’s performance hereunder or thereunder. By SPAC’s execution and delivery hereof, it has provided all approvals on behalf of equityholders of Merger Sub required for the documents transactions contemplated hereby (other than the SPAC Shareholder Approval)hereby. This Agreement has been, and at or prior each such Transaction Agreement to the Merger Closing, the other documents contemplated hereby which such SPAC Party will bebe party, duly and validly executed and delivered by the SPACsuch SPAC Party and, assuming due authorization and execution by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which such SPAC is a party and the other documents contemplated hereby and thereby Party will constitutebe party, will constitute a legal, valid and binding obligation of SPACsuch SPAC Party, enforceable against each SPAC Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are adjourned or postposed, the only votes of the holders of any of SPAC’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC and SPAC, the consummation of the Transactionstransactions contemplated hereby, including the Merger Closing, and the approval of the SPAC Stockholder Matters are as set forth on Schedule ‎6.02(b). (c) At a meeting duly called and held, the board of directors of SPAC has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of SPAC’s stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of SPAC approval of the transactions contemplated by this Agreement. (d) To the knowledge of SPAC, the execution, delivery and performance of any Transaction Agreement by any party thereto, other than any SPAC Party or the Company and any of its Affiliates, do not and will not conflict with or result in any violation of any provision of any applicable Law or Governmental Order applicable to such party or any of such party’s properties or assets.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the Agreement and all other Transaction Documents instruments and ancillary agreements to this Agreement to which SPAC it is a party and (subject to the documents approvals described in Section 5.06) (in the case of Acquiror), upon receipt of the Acquiror Stockholder Approval and the effectiveness of the Acquiror A&R Charter, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby such instruments and thereby ancillary agreements by each of Acquiror and Merger Sub and the consummation of the Transactions transactions contemplated hereby and thereby have been (A) duly and validly authorized and approved by all requisite action and, except for the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC Acquiror Stockholder Approval and the SPAC Shareholders and recommended for approval by effectiveness of the SPAC Shareholders. No Acquiror A&R Charter, no other company corporate or equivalent proceeding on the part of SPAC Acquiror or Merger Sub is necessary to authorize this Agreement or such instruments and the documents contemplated hereby (other than the SPAC Shareholder Approval)ancillary agreements or Acquiror’s or Mxxxxx Sub’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Merger Closing, the other documents contemplated hereby each instrument and such ancillary agreement will be, duly and validly executed and delivered by the SPACeach of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party each instrument and the other documents contemplated hereby and thereby such ancillary agreement will constitute, a legal, valid and binding obligation of SPACeach of Acquiror and Merger Sub, enforceable against SPAC each of Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of (i) holders of a majority of the votes on of Acquiror Common Stock cast at the Special Meeting shall be required to approve each of the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(iProposal and Issuance Proposal, (ii) by holders of SPAC Ordinary Shares a majority of the outstanding shares of Acquiror Common Stock entitled to vote at the Special Meeting shall be required to approve the Amendment Proposal and (which include iii) holders of a majority of the SPAC Shareholder Approval) Acquiror Common Stock voted at the Special Meeting shall be required to approve the Acquiror Incentive Plan and Acquiror Employee Stock Purchase Plan in accordance with Section 7.15 (the “Incentive Plan Proposals”), in each case, assuming a quorum is present, to approve the Proposals are the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC Acquiror, and the consummation of the Transactionstransactions contemplated hereby, including the Merger ClosingClosing (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board has: (i) determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of Acquiror and its stockholders; (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (net of amounts disbursed for working capital purposes, if permitted, and excluding the amount of any deferred underwriting commissions) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) resolved to recommend to the stockholders of Acquiror approval of each of the matters requiring Acquiror Stockholder approval.

Due Authorization. (a) SPAC Each of Acquiror and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to which SPAC it is, or is contemplated to be, a party and (subject to receipt of the documents Acquiror Shareholder Approval and the Governmental Authorizations described in clauses (a) and (b) of Section 6.7) to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and (ii) consummate the Transactions and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery by each of Acquiror and Merger Sub of this Agreement, the other Transaction Documents Agreement and each Ancillary Agreement to which SPAC Acquiror or Merger Sub is, or is contemplated to be, a party and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) duly and validly authorized and approved by the board of directors of SPAC Acquiror Board and (B) determined by the board of directors of SPAC as advisable to SPAC Merger Sub and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize this Agreement will, within 24 hours of its execution and delivery by all of the documents contemplated hereby (other than Parties, be approved by Acquiror as the SPAC Shareholder Approval)sole shareholder of Merger Sub. This Agreement has been, and at each of the Ancillary Agreements to which Acquiror or prior Merger Sub is, or is contemplated to the Merger Closingbe, the other documents contemplated hereby a party has been or will be, as applicable, duly and validly executed and delivered by the SPACAcquiror or Merger Sub, as applicable, and this Agreement constitutesconstitutes and each Ancillary Agreement to which Acquiror or Merger Sub is, and at or is contemplated to be, a party constitutes or, upon execution prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby as applicable, will constitute, a legal, valid and binding obligation of SPACAcquiror or Merger Sub, as applicable (assuming, in each case, the due and valid execution and delivery by each of the other parties thereto), enforceable against SPAC Acquiror or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Prior to Acquiror’s execution and delivery of this Agreement, at a meeting duly called and held, the Acquiror Board has taken the Acquiror Board Actions, and, as of the date hereof, none of the Acquiror Board Actions has been rescinded, withdrawn or modified. No other corporate action with respect to the Acquiror is required on the part of Acquiror or any of its shareholders to enter into this Agreement or the Ancillary Agreements to which Acquiror is, or is contemplated to be, a party or to approve the Merger, the Domestication, the PIPE Investment or the other transactions contemplated hereby, except for the Acquiror Shareholder Approval. (c) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present: (i) the Transaction Proposal identified in clause (A) of Section 9.2(c) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Cayman Class B Shares entitled to vote, who attend and vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose; (ii) each of those Transaction Proposals identified in clause (B) or (C) of Section 9.2(c) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Cayman Ordinary Shares entitled to vote, who attend and vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Acquiror Board and held for such purpose; and (iii) each of those Transaction Proposals identified in clause (D), (E), (F), (G), (H), (I), (J), or (K) of Section 9.2(c), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Cayman Ordinary Shares entitled to vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Acquiror Board and held for such purpose. (d) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval6.2(c) are the only votes of the holders of any Equity Securities of SPAC’s Securities that are Acquiror necessary in connection with entry into this Agreement by SPAC and the consummation of the TransactionsMerger, including the Merger ClosingDomestication, the PIPE Investment and the other transactions contemplated by this Agreement. (e) The Acquiror Warrant Proposal shall require approval by an affirmative vote of the holders of (i) at least 50% of the outstanding Acquiror Public Warrants and (ii) at least 50% of the outstanding Acquiror Private Placement Warrants. The votes described in this Section 6.2(e) are the only votes of the holders of Equity Securities of Acquiror necessary to qualify the Acquiror Warrants for classification as equity instruments (rather than liabilities) of Acquiror from and after the effectiveness of such amendments under GAAP and other applicable accounting standards.

Due Authorization. (a) SPAC Each of PubCo and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement, the other Transaction Documents Agreement and each ancillary agreement to this Agreement to which SPAC it is a party and and, upon receipt of the documents contemplated hereby and thereby, affirmative vote of (i) the holder of the PubCo Shares passing the required shareholders’ resolutions (the “PubCo Shareholder Approval”) and (ii) the holders of a majority of the shares of Merger Sub that are voted at a meeting of the shareholders of Merger Sub (the “Merger Sub Shareholder Approval”), to perform its obligations hereunder and thereunder and to consummate the Transactions and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution execution, delivery and delivery performance of this Agreement, the other Transaction Documents to which SPAC is a party Agreement and the documents contemplated hereby and thereby such ancillary agreements and the consummation of the Transactions have been (A) duly duly, validly and validly unanimously authorized and approved by the board sole director of directors of SPAC PubCo and (B) determined by the board of directors of SPAC as advisable to SPAC Merger Sub and, except for the PubCo Shareholder Approval and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No Merger Sub Shareholder Approval, no other company corporate proceeding on the part of SPAC PubCo or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the SPAC Shareholder Approval)or such ancillary agreements, or PubCo’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and at each ancillary agreement to which PubCo or prior to the Merger Closing, the other documents contemplated hereby Sub is a party will bebe when delivered, duly and validly executed and delivered by the SPACPubCo or Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other Transaction Documents to which SPAC is a party and the other documents contemplated hereby and thereby each such ancillary agreement when delivered will constitute, a legal, valid and binding obligation of SPACPubCo and Merger Sub, enforceable against SPAC PubCo and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are the only votes of the holders of any of SPAC’s Securities that are necessary in connection with entry into this Agreement by SPAC and the consummation of the Transactions, including the Merger Closing.

Due Authorization. (a) SPAC Each of the Acquiror Parties has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement, the Agreement and each other Transaction Documents Agreement to which SPAC it is or will be a party party, to perform its obligations hereunder and thereunder and, assuming the accuracy of the Interested Stockholder Rep, and subject only to obtaining the Acquiror Stockholder Approval and the documents Merger Sub Stockholder Approval, to consummate the transactions contemplated hereby and thereby. The execution, delivery and (ii) consummate performance of this Agreement and such Transaction Agreements and the Transactions consummation of the transactions contemplated hereby and perform all obligations thereby have been duly, validly and unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Acquiror Party and, except for the Acquiror Stockholder Approval and the Merger Sub Stockholder Approval, no other corporate or equivalent proceeding on the part of any Acquiror Party is necessary to be performed by it authorize this Agreement or such Transaction Agreements or any Acquiror Party’s performance hereunder and or thereunder. The Promptly following the execution and delivery of this Agreement, the other Transaction Documents to which SPAC is a party Acquiror will execute and the documents contemplated hereby and thereby and the consummation of the Transactions have been (A) deliver written consents duly and validly authorized and approved by the board of directors of SPAC and (B) determined by the board of directors of SPAC as advisable to SPAC and the SPAC Shareholders and recommended for approval by the SPAC Shareholders. No other company proceeding on the part of SPAC is necessary to authorize adopting this Agreement in its capacity as the sole stockholder of First Merger Sub and sole member of Second Merger Sub (collectively, the documents contemplated hereby (other than “Merger Sub Stockholder Approval”), following which Acquiror will have provided all approvals on behalf of equityholders of First Merger Sub and Second Merger Sub required for the SPAC Shareholder Approval)Transactions. This Agreement has been, and at each such Transaction Agreement to which such Acquiror Party is or prior to the Merger Closing, the other documents contemplated hereby will be a party has been or will be, duly and validly executed and delivered by the SPACsuch Acquiror Party and, assuming due and valid authorization, execution and delivery by each other Party hereto and thereto, this Agreement constitutes, and at or prior to the Merger Closing, the other each such Transaction Documents Agreement to which SPAC such Acquiror Party is or will be a party and the other documents contemplated hereby and thereby constitutes or will constitute, a legal, valid and binding obligation of SPACsuch Acquiror Party, enforceable against SPAC each Acquiror Party in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) The votes on Assuming a quorum is present at the Transaction Proposals Special Meeting, as identified may be adjourned or postposed from time to time in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of SPAC Ordinary Shares (which include the SPAC Shareholder Approval) are accordance with this Agreement, the only votes of the holders of any of SPACAcquiror’s Securities that are capital stock necessary in connection with the entry into this Agreement by SPAC and Acquiror, the consummation by Acquiror of the Transactions, including the Merger Closing, and the approval of the Acquiror Stockholder Matters are as set forth on Section 6.02(b) of the Acquiror Disclosure Letter (such votes, collectively, the “Acquiror Stockholder Approval”). (c) At a meeting duly called and held, the board of directors of Acquiror has unanimously (i) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof, (ii) determined that it is in the best interests of Acquiror and the Acquiror Stockholders, and declared it advisable, to enter into this Agreement providing for the Mergers, (iii) approved this Agreement and the Transactions, including the Mergers, on the terms and subject to the conditions of this Agreement, and (iv) made the Acquiror Board Recommendation.