Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Company is a corporation and is duly incorporated, validly existing incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) The SPAC Parties have Each Group Company has all the requisite corporate corporate, limited liability company or other applicable power and authority to own, lease and operate their respective its assets and properties and to carry on their respective its businesses as presently conducted in all material respects. (c) Each SPAC Party Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as have a wholeMaterial Adverse Effect. (d) No SPAC Party Group Company is in violation of any of its Governing Documents. No SPAC Party None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Each SPAC Party Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactions. The executionOther than the Requisite Company Stockholder Approval, the execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, Transactions by the Group Companies have been duly authorized by all necessary corporate corporate, limited liability company or other business entity actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (been, and each of the Ancillary Agreements to which any SPAC Party is or each Group Company will be a party is or will be) , duly executed and delivered by such SPAC Party Group Company and are or will be Enforceable against such SPAC Party. No other corporate actions on each applicable Group Company, assuming the part of any SPAC Party, except for the Required Vote approving the Required SPAC Requisite Company Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the TransactionsApproval is obtained. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Company is a corporation and is duly incorporated, validly existing incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable). (b) The SPAC Parties have Each Group Company has all the requisite corporate corporate, limited liability company or other applicable power and authority to own, lease and operate their respective its assets and properties and to carry on their respective its businesses as presently conducted in all material respects. (c) Each SPAC Party Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as have a wholeCompany Material Adverse Effect. (d) No SPAC Party Group Company is in violation of any of its Governing Documents. No SPAC Party None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. No Subsidiary of the Company that is not a Company Material Subsidiary accounts for a material portion of the Liabilities of the Group Companies, taken as a whole. (e) Each SPAC Party Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactions. The executionOther than the Requisite Company Stockholder Approval, the execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, Transactions by the Group Companies have been duly authorized by all necessary corporate corporate, limited liability company or other business entity actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (been, and each of the Ancillary Agreements to which any SPAC Party is or Group Company will be a party is or will be) , duly executed and delivered by such SPAC Party each applicable Group Company and are or will be Enforceable against such SPAC Party. No other corporate actions on each applicable Group Company, assuming the part of any SPAC Party, except for the Required Vote approving the Required SPAC Requisite Company Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the TransactionsApproval is obtained. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. The Parent and each Target Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedincorporated or formed, validly existing existing, and in good standing (or the equivalent), if applicable, under the Laws of the State its jurisdiction of Delaware. incorporation or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent), if applicable, in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as a whole. any Target Company and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Parent and each Target Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be they are a party and to consummate the transactions contemplated hereby and thereby and has taken all corporate or other legal entity action necessary in order to execute, deliver and except with respect to any Target Company the obtaining of the Parent shareholder approval, perform its respective obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. The Parent and each Target Company has duly approved this Agreement and the Ancillary Agreements to which they are a party and to consummate the transactions contemplated hereby and thereby and each has duly authorized the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board Parent and such Target Company and to consummate the board of directors of Merger Subtransactions contemplated hereby and thereby. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Parent and are or will be Enforceable each Target Company and constitutes the valid and binding agreement of the Parent each Target Company, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartyParty in accordance with its terms, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersas such may be limited by bankruptcy, are necessary to approve insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct mandatory applicable Laws. Correct and complete copy copies of the Governing Documents of the SPACeach Target Company, as in effect on the Execution Datedate hereof, are filed as (i) Exhibit 3.1 have been made available to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all material respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party , except as would not be material, nor is it the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the SPAC Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements to which a SPAC Party is or will be a party, and, subject to the receipt of the SPAC Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Partythe SPAC, except for the SPAC Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which the SPAC is or will be a party or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPACExisting SPAC Charter, as in effect on the Execution Date, are is filed as (i) Exhibit 3.1 to the SPAC’s Form 810-K Q filed by the SPAC with the SEC on January 24August 29, 20222023. A correct and complete copy of the SPAC Bylaws, as amended with an amendment in effect on the Execution Date, is filed as Exhibit 10.11 3.2 to the SPAC’s Form 810-K filed by the SPAC with the SEC on April 2125, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub is a corporation and The Company (i) is duly incorporatedorganized or formed, validly existing existing, and in good standing under the Laws of the State of Delaware. Finland, (bii) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualifiedqualified or licensed and in good standing (or the equivalent, licensed or registered and where such concept of good standing is applicable) to do business under the Laws of in each jurisdiction in which the conduct nature of its business or location the ownership, lease or use of its properties or assets and/or properties makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Partieshave a Material Adverse Effect, taken as a whole. and (diii) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder to consummate the Transactions, and has taken all corporate or will be a party other legal entity action (other than the Company Shareholder Approval) that is necessary in order to execute, deliver and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, thereunder to consummate the Transactions. . (b) The Company Board has duly approved and authorized the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party it is or will be a party is or will be) duly executed and delivered by such SPAC Party the Transactions and determined that this Agreement, the Ancillary Agreements and the Transactions are or will be Enforceable against such SPAC Partyin the best interests of the Company and its shareholders. No Subject to the Company Shareholder Approval, no other corporate actions proceedings on the part of the Company Entities (including any SPAC Party, except for action by the Required Vote approving Company Board or holders of Equity Interests of the Required SPAC Stockholder Voting Matters, Company Entities) are necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements Agreement to which it is or the consummation of will be a party and to consummate the Transactions. The Company SHA Approval has been obtained by the Company in accordance with applicable Laws, the Company Articles and the Company SHA. (fc) A correct This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by the other Parties, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copy copies of the Company Governing Documents of and the SPACCompany SHA, each as in effect on the Execution Datedate hereof have been made available to APHC, are filed as and the Company is not in violation of the Company Governing Documents or the Company SHA. (d) Each Company Subsidiary: (i) Exhibit 3.1 to is duly organized, validly existing and in good standing (or the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023equivalent, and where such concept of good standing is applicable) under the Laws of its jurisdiction of organization; (ii) Exhibit 3.4 has all requisite corporate, partnership, limited liability company or other organizational, as applicable, power and authority to own, lease and use its properties and assets and to conduct its business as it is currently being conducted; and (iii) is duly qualified or licensed and in good standing (or the Form S-1 filed with equivalent, and where such concept of good standing is applicable) to do business in each jurisdiction in which the SEC on August 6nature of its business or the ownership, 2021lease or use of its properties or assets makes such qualification necessary, except, in each case, where the failure to be so licensed or qualified or in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company Subsidiaries are in violation of their respective Governing Documents in any material respect.

Organization; Authority; Enforceability. (a) Each The Buyer is a limited liability company duly organized, validly existing and in good standing under the Laws of the SPAC and State of Delaware. Company Merger Sub is a limited liability company and is duly organized, validly existing and in good standing under the Laws of the State of Delaware. Rice Holdings is a limited liability company and is duly organized, validly existing and in good standing under the Laws of the State of Delaware. IntermediateCo is a limited liability company and is duly organized, validly existing and in good standing under the Laws of the State of Delaware. RAC is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. (b) The SPAC Parties Buyer Parties, other than RAC, have all the requisite corporate limited liability company power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all material respects. RAC has all corporate power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each SPAC Buyer Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Buyer Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Buyer Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party Buyer Party, other than RAC, has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving requisite approval of this Agreement by the Required SPAC Stockholder Voting MattersBuyer Member, to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving requisite approval of this Agreement by the Required SPAC Stockholder Voting MattersBuyer Member, the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company and/or corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC each Buyer Party is or will be a party is or will be) duly executed and delivered by such SPAC Buyer Party and are or will be Enforceable against such SPAC Buyer Party. No other corporate actions proceedings on the part of any SPAC Partythe Buyer, except for the Required Vote approving of the Required SPAC Stockholder Voting MattersRAC Stockholders, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements. RAC has the requisite corporate power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements or to which it is a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote of the RAC Stockholders with respect to the RAC Stockholder Voting Matters, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements has been authorized by the special committee of independent directors of RAC and the board of directors of RAC and, subject to the receipt of the Required Vote of the RAC Stockholders with respect to the RAC Stockholders Voting Matters, the consummation of the Transactionstransactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions. No other vote of the equityholders of RAC, other than the Required Vote of the RAC Stockholders is necessary to approve this Agreement and the Ancillary Agreements and the transactions contemplated thereby. (f) A correct and complete copy of the RAC Governing Documents of the SPACDocuments, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24October 27, 2022, as amended with an amendment filed as 2020 and Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 3.3 to the Form S-1 filed with the SEC on August October 6, 20212020. RAC is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. Each member of the Company Group and each Company Fund, as applicable: (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. organization or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) is qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership or operation of properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material in good standing (or the equivalent) would not have a Company Material Adverse Effect, and (c) has the requisite organizational power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Correct and complete copies of the SPAC PartiesGoverning Documents of each member of the Company Group and each Company Fund, as in effect on the date of this Agreement, have been made available to Parent. The Company Group has all requisite corporate power and authority, and has taken as all corporate action necessary, to execute, deliver and perform this Agreement and each other Ancillary Agreement to which it is or will be a whole. party and to consummate the Transactions in accordance with the terms hereof and thereof. This Agreement and the other Ancillary Agreements to which any member of the Company Group is or will be a party has been or will be (dupon its execution) No SPAC Party is duly and validly executed and delivered thereby and, assuming the due authorization, execution and delivery of this Agreement or such other Ancillary Agreements by the other parties thereto, constitutes or will (upon its execution) constitute a valid, legal and binding agreement of each member the Company Group executing this Agreement and each such Ancillary Agreement, enforceable against such member of the Company Group in violation accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. None of the Company Group nor any of its Governing Documents. No SPAC Party Company Fund is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub is a corporation and The Company (i) is duly incorporatedorganized or formed, validly existing existing, and in good standing under the Laws of the State of Delaware. , (bii) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered qualified to do business under and is in good standing (or has equivalent status where such concept of good standing is applicable) as a foreign entity in the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified or to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Partieshave a Material Adverse Effect, taken as a whole. and (diii) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to own, lease and operate its properties and to carry on its business as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action of the board of directors of the Company. The Subject to the Company Stockholder Approval, no other corporate proceedings on the part of the Company (including any action by the board of directors of the Company or holders of Equity Interests of the Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to which it is a party and to consummate the receipt transactions contemplated hereby and thereby. The Company Stockholder Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of the Required Vote approving Company and all applicable Contracts by which the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. Company is bound. (c) This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Company, and are or will be Enforceable against such SPAC Party. No assuming due authorization, execution and delivery by the other corporate actions on Parties to this Agreement, constitutes the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve valid and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation binding agreement of the Transactions. Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (f) A correct the “Remedies Exceptions”). Correct and complete copy copies of the Governing Documents of the SPAC, Company as in effect on the Execution Date, are filed as (i) Exhibit 3.1 date hereof have been made available to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021Nocturne.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Company is a corporation and is duly incorporated, validly existing and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) would not reasonably be expected to have a Material Adverse Effect. (b) The SPAC Parties have Each Group Company has all the requisite corporate corporate, limited liability company or other applicable power and authority to own, lease and operate their respective its assets and properties and to carry on their respective its businesses as presently conducted in all material respects. (c) Each SPAC Party Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC PartiesGroup Companies, taken as a whole. (d) No SPAC Party The Company is not in violation of any of its Governing Documents and no other Group Company is in material violation of any of its Governing Documents. No SPAC Party None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party Group Company has the requisite corporate corporate, limited liability company or other business entity power and authority authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactions. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, Transactions have been duly authorized by all necessary corporate corporate, limited liability company or other business entity actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or each Group Company will be a party is or will be) duly executed and delivered by such SPAC Party Group Company and, assuming the due authorization, execution and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the such other Ancillary Agreements by the counterparties thereto, constitutes a valid, legal and binding agreement of each Group Company, enforceable against such Group Company in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or the consummation of the Transactionsother Laws affecting creditors’ rights generally and by general equitable principles. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Company is a corporation and is duly incorporated, validly existing and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each Group Company is duly formed or organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) would not reasonably be expected to have a Company Material Adverse Effect. (b) The SPAC Parties have Each Group Company has all the requisite corporate corporate, limited liability company or other applicable power and authority to own, lease and operate their respective its assets and properties and to carry on their respective its businesses as presently conducted in all material respects. (c) The Company is not in violation of any of its Governing Documents and no other Group Company is in material violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than any internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (d) The Company has the requisite limited liability company power and authority to execute and deliver this Agreement and to execute and deliver the Ancillary Agreements to which it is or is contemplated hereby to be a party and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, subject in the case of the consummation of the Company Merger, to receiving the Company Written Consent. Other than the Company Written Consent, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or other business entity actions on behalf of the Company. This Agreement has been (and each of the Ancillary Agreements to which each Group Company is contemplated hereby to be a party will be) duly executed and delivered by the Company and constitutes a valid, legal and binding agreement of each of the Group Companies, as applicable, enforceable against the Group Companies, as applicable, in accordance with their respective terms except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. (e) Each SPAC Party Company Subsidiary is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as have a wholeCompany Material Adverse Effect. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. Each RSI Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. organization or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as have a whole. Material Adverse Effect and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party each RSI Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform its their respective obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject Agreement to which it is a party and to consummate the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board transactions contemplated hereby and the board of directors of Merger Subthereby. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Company and are or will be Enforceable against such SPAC Party. No other corporate actions on constitutes the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve valid and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation binding agreement of the Transactions. (f) A correct Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copy copies of the Governing Documents of the SPACeach RSI Company, as in effect on the Execution Datedate hereof, are filed as (i) Exhibit 3.1 have been made available to the SPAC’s Form 8-K filed with Buyer. Except as set forth on Section 3.1 of the SEC on January 24Company and Sellers’ Disclosure Letter, 2022none of the RSI Companies is the subject of any bankruptcy, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21dissolution, 2023liquidation, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021reorganization or similar proceeding.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub is a corporation and The Company (i) is duly incorporatedorganized or formed, validly existing existing, and in good standing under the Laws of the State of Delaware. , (bii) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws equivalent, and where such concept of each jurisdiction good standing is applicable) as a foreign entity in the jurisdictions in which the conduct of its business or location locations of its assets and/or or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as have a whole. Material Adverse Effect and (diii) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby (b) The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action by the board of directors of the Company. The Subject to the Company Stockholder Approval, no other corporate proceedings on the part of the Acquired Companies (including any action by the board of directors of the Company or holders of Equity Interests of the Acquired Companies) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to which it is a party and to consummate the receipt transactions contemplated hereby and thereby. The Company Stockholder Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of the Required Vote approving Acquired Companies and all applicable Contracts by which the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. Acquired Companies are bound. (c) This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Company, and are or will be Enforceable against such SPAC Party. No assuming due authorization, execution and delivery by the other corporate actions on Parties to this Agreement, constitutes the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve valid and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation binding agreement of the Transactions. Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (f) A correct the “Remedies Exceptions”). Correct and complete copy copies of the Governing Documents of the SPAC, Company as in effect on the Execution Date, are filed as date hereof have been made available to Artius. (d) Each Company Subsidiary: (i) Exhibit 3.1 to is duly organized, validly existing and in good standing under the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and Laws of its jurisdiction of organization; (ii) Exhibit 3.4 has all requisite corporate, partnership, limited liability company or other organizational, as applicable, power and authority to own, lease and use its properties and assets in all material respects in a manner in which its property and assets are currently owned, leased and used and to conduct its business as it is currently being conducted; and (iii) is duly qualified or licensed and in good standing to do business as a foreign corporation, partnership, limited liability company or other legal entity, as applicable, in each jurisdiction in which the Form S-1 filed with nature of its business or the SEC on August 6ownership, 2021lease or use of its properties or assets makes such qualification necessary, except, in each case, in jurisdictions where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Company Subsidiaries are in violation of their respective Governing Documents in any material respect.

Organization; Authority; Enforceability. (a) Each of Archaea and the SPAC and Merger Sub is Company are each a corporation and is duly incorporated, validly existing and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable). (b) The SPAC Parties have Each Group Company has all the requisite corporate corporate, limited liability company or other applicable power and authority to own, lease and operate their respective its assets and properties and to carry on their respective its businesses as presently conducted in all material respects. (c) Each SPAC Party Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, necessary except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC PartiesGroup Companies, taken as a whole. (d) No SPAC Party Group Company is in material violation of any of its Governing Documents. No SPAC Party None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than the Pre-Closing Reorganization and any internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Each SPAC Party Other than as set forth on Schedule 3.2, the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactionstransactions contemplated hereby and thereby. The executionOther than as set forth on Schedule 3.2, the execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary corporate corporate, limited liability company or other business entity actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (been, and each of the Ancillary Agreements to which any SPAC Party is or each Group Company will be a party is or will be) , duly executed and delivered by such SPAC Party Group Company and are or will be Enforceable against such SPAC Party. No other corporate actions each applicable Group Company, assuming the approvals set forth on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, Schedule 3.2 are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactionsobtained. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. Each Eos Company and Newco Company is (a) Each of the SPAC and Merger Sub is a corporation and is limited liability company, duly incorporatedformed, duly organized, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. formation and (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws of each jurisdiction equivalent) in the jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material have a Material Adverse Effect on the Eos Companies. Each Eos Company and Newco Company has all requisite limited liability company power and authority to own, lease and operate its properties and to carry on its business as now being conducted. Each of the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party Company and Newco has the requisite corporate limited liability company power and authority and has taken all requisite limited liability company action to execute and deliver this Agreement and the Ancillary Agreements Documents to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. The executionBoard has duly approved this Agreement, the Ancillary Documents and the other transaction contemplated hereby and thereby and has duly authorized the execution and delivery and performance of this Agreement and the Ancillary Agreements andDocuments, subject and directed that the adoption of this Agreement and the Ancillary Documents be submitted to the receipt Preferred Members for consideration and recommended that all of the Required Vote approving Preferred Members adopt this Agreement and the Required SPAC Stockholder Voting MattersAncillary Documents. The Company Unitholder Approval is the only vote or consent of any of the holders of Units of the Company necessary to adopt this Agreement and the Ancillary Documents under the DLLCA and its organizational documents, each as in effect at the time of such adoption and approval. As of the date of this Agreement, the consummation approval of the Transactions, have been duly authorized by all necessary corporate actionsCompany, as applicablethe sole member of Newco, including by is the SPAC Board only vote or consent necessary for Newco to adopt this Agreement and the board Ancillary Documents and the transactions contemplated hereby and thereby under the DLLCA and its organizational documents, each as in effect at the time of directors of Merger Subsuch adoption and approval. This Agreement has been (and the Ancillary Documents to which each of the Ancillary Agreements to which any SPAC Party Company and Newco is or will be a party is or have been (or, when executed and delivered, will behave been) duly executed and delivered by such SPAC Party the Company and are or will be Enforceable against such SPAC Party. No other corporate actions on Newco and, subject to the part of any SPAC PartyCompany Unitholder Approval, except for assuming the Required Vote approving the Required SPAC Stockholder Voting Mattersdue and valid authorization, are necessary to approve and authorize the execution, and delivery by each other party hereto or performance of thereto, this Agreement and the Ancillary Agreements or the consummation Documents to which each of the Transactions. (f) A correct Company and Newco is or proposed to be a party constitute valid and binding agreements of each of the Company and Newco, enforceable against each of the Company and Newco in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. True and complete copy copies of the Governing Documents of the SPACeach Eos Company and Newco Company, as in effect on the Execution Datedate hereof, are filed as (i) Exhibit 3.1 have been made available to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021Parent.

Organization; Authority; Enforceability. Each OppFi Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedorganized or formed, validly existing and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. organization or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to in good standing (or the SPAC Parties, taken as equivalent) would not have a whole. Material Adverse Effect and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party each OppFi Company has the requisite corporate limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and each of the OppFi Companies have taken all limited liability company action necessary in order to execute, deliver and perform its their respective obligations hereunder and thereunder, and, subject under and the Ancillary Agreements to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, which it is a party and to consummate the Transactions. The transactions contemplated hereby and thereby and no other limited liability company proceedings on the part of any OppFi Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject Agreement to which it is a party and to consummate the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board transactions contemplated hereby and the board of directors of Merger Subthereby. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Company and are or will be Enforceable against such SPAC Party. No other corporate actions on constitutes the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve valid and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation binding agreement of the Transactions. (f) A correct Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copy copies of the Governing Documents of the SPACeach OppFi Company, as in effect on the Execution Effective Date, are filed as (i) Exhibit 3.1 have been made available to the SPAC’s Form 8-K filed with Buyer. None of the SEC on January 24OppFi Companies is the subject of any bankruptcy, 2022dissolution, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21liquidation, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021reorganization or similar proceeding.

Organization; Authority; Enforceability. Each ZB Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedincorporated or formed, validly existing existing, and in good standing (or the equivalent), if applicable, under the Laws of the State its jurisdiction of Delaware. incorporation or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent), if applicable, in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as a whole. ZB Companies and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party each ZB Company has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each ZB Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and each ZB Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its respective obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. The Each ZB Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreements and, subject and to consummate the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board transactions contemplated hereby and the board of directors of Merger Subthereby. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the ZB Companies and are or will be Enforceable constitutes the valid and binding agreement of the ZB companies, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartyParty in accordance with its terms, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersas such may be limited by bankruptcy, are necessary to approve insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct mandatory applicable Laws. Correct and complete copy copies of the Governing Documents of the SPACeach ZB Company, as in effect on the Execution Datedate hereof, are filed as (i) Exhibit 3.1 have been made available to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. Each Target Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of the State its jurisdiction of Delaware. organization or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as have a whole. Material Adverse Effect and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party each Target Company has the requisite corporate corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of NewCo, the Company, MidCo and Merger Sub has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and each of the other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform its their respective obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. The board of directors of each of NewCo, the Company, MidCo and Merger Sub has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by NewCo, the Company, MidCo or Merger Sub, as applicable, and the Ancillary Agreement to which it is a party. No other corporate or equivalent proceedings on the part of any Target Company (including any action by the board of directors (or equivalent governing body) or holders of Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements andAgreement to which it is a party and to consummate the transactions contemplated hereby and thereby, subject other than the following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger pursuant to the receipt DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (b) the consents of NewCo and the Company, as set forth on Section 3.1 of the Required Vote approving Company Disclosure Letter, necessary to approve, authorize and effect the Required SPAC Stockholder Voting MattersPre-Closing Reorganization, the consummation Redemption and the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by which the NewCo or Company is bound (the consents in clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of NewCo, the Transactions, have been duly authorized by all necessary corporate actionsCompany and Merger Sub, as applicable, including and all applicable contracts by which NewCo, the SPAC Board and the board of directors of Company or Merger SubSub is bound. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by each of NewCo, the Company, MidCo and Merger Sub, and constitutes the valid and binding agreement of each of such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersenforceable against each such Party in accordance with its terms, are necessary subject to approve bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct by general equitable principles. Correct and complete copy copies of the Governing Documents of each of NewCo, the SPACCompany, MidCo and Merger Sub, as in effect on the Execution Datedate hereof, are filed have been made available to dMY. Except as (i) Exhibit set forth on Section 3.1 to of the SPAC’s Form 8-K filed with Company Disclosure Letter, none of the SEC on January 24Target Companies is the subject of any bankruptcy, 2022dissolution, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21liquidation, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021reorganization or similar proceeding.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Company is a corporation duly organized and is duly incorporated, validly existing and in good standing under the Laws laws of the State of Delaware. (b) The SPAC Parties have all New York, each Subsidiary is duly organized and existing in good standing under the requisite laws of the jurisdiction in which it is incorporated, and the Company has and each Subsidiary has the corporate power and authority to own, lease and operate their own its respective assets and properties property and to carry on their its respective businesses business as presently conducted now being conducted, and in the case of the Company, to enter into and perform all respects. (c) of its obligations under this Agreement and the Notes and to issue and sell the Notes. Each SPAC Party of the Company and its Subsidiaries is duly qualified, licensed or registered qualified to do business under the Laws of as a foreign corporation in each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except state where the failure to be so licensed or qualified would nothave a material adverse effect on the financial condition or operations of the Company and its Subsidiaries taken as a whole and has all corporate power, individually material licenses, franchises and other governmental authorizations and approvals necessary to carry on its present business, with respect to which the failure to so possess would have a material adverse effect on the business, condition (financial or in otherwise) or operations of the aggregate, reasonably be expected to be material to the SPAC Parties, Company and its Subsidiaries taken as a whole. (d) No SPAC Party is in violation . Schedule 8A contains complete and correct lists of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 each jurisdiction in which the Company is licensed or qualified to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, do business as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, a foreign corporation and (ii) Exhibit 3.4 the Subsidiaries, showing, as to each Subsidiary, the Form S-1 filed with correct name thereof, the SEC on August 6jurisdiction of the organization, 2021each jurisdiction in which it is licensed or qualified to do business as a foreign corporation, and the percentage of shares of each class of its capital stock or similar equity interests outstanding owned by the Company and each other Subsidiary. This Agreement is, and the Notes when issued and delivered hereunder will be, legal, valid, binding and enforceable obligations of the Company.

Organization; Authority; Enforceability. Each BioTE Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedorganized or formed, validly existing and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. organization or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to in good standing (or the SPAC Parties, taken as equivalent) would not have a whole. Material Adverse Effect and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party each BioTE Company has the requisite corporate limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and each of the BioTE Companies have taken all limited liability company action necessary in order to execute, deliver and perform its their respective obligations hereunder and thereunder, and, subject under and the Ancillary Agreements to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, which it is a party and to consummate the Transactions. The transactions contemplated hereby and thereby and no other limited liability company proceedings on the part of any BioTE Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject Agreement to which it is a party and to consummate the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board transactions contemplated hereby and the board of directors of Merger Subthereby. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Company and are or will be Enforceable against such SPAC Party. No other corporate actions on constitutes the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve valid and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation binding agreement of the Transactions. Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (f) A correct the “Enforceability Exceptions”). Correct and complete copy copies of the Governing Documents of the SPACeach BioTE Company, as in effect on the Execution Effective Date, are filed as (i) Exhibit 3.1 have been made available to the SPAC’s Form 8-K filed with Buyer. None of the SEC on January 24BioTE Companies is the subject of any bankruptcy, 2022dissolution, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21liquidation, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021reorganization or similar proceeding.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub Buyer is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of DelawareDelaware with the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. Each of Company Merger Sub and Blocker Merger Sub is a limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware with the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. (b) The SPAC Parties Each Buyer Party have all the requisite corporate or limited liability company power and authority to own, lease and operate their respective its assets and properties and to carry on their respective businesses its business as presently conducted in all material respects. (c) Each SPAC Buyer Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Buyer Parties, taken as a whole. (d) No SPAC Party A correct and complete copy of the A&R Buyer Certificate of Incorporation, as in effect on the Effective Date, is in violation of any of its Governing Documentsfiled as Exhibit 3.1 to the Form 8-K filed with the SEC on March 8, 2021. No SPAC Party The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Buyer Party has the requisite corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, thereunder and, subject to the receipt of the Required Vote approving requisite approval of the Required SPAC Stockholder Buyer Shareholder Voting MattersMatters by the Buyer Shareholders, to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC each Buyer Party is or will be a party is or will be) duly executed and delivered by such SPAC Buyer Party and are or will be Enforceable constitutes a valid, legal and binding agreement of each Buyer Party, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartyBuyer Party in accordance with their terms, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersas such may be limited by bankruptcy, are necessary to approve insolvency, reorganization or other Laws affecting creditors’ rights generally and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactionsby general equitable principles. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Company is a corporation and is duly incorporated, validly existing and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be material to the Group Companies, taken as a whole. (b) The SPAC Parties have Each Group Company has all the requisite corporate corporate, limited liability company or other applicable power and authority to own, lease and operate their respective its assets and properties and to carry on their respective its businesses as presently conducted in all material respects. (c) Each SPAC Party Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC PartiesGroup Companies, taken as a whole. (d) No SPAC Party Group Company is in violation of any of its Governing Documents. No SPAC Party None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Each SPAC Party Other than as set forth on Schedule 3.1(e), the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and and, subject to receiving the Company Written Consent, to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactionstransactions contemplated hereby and thereby. The executionOther than as set forth on Schedule 3.1(e), the execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, transactions contemplated hereby and thereby by the Group Companies have been duly authorized by all necessary corporate corporate, limited liability company or other business entity actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (been, and each of the Ancillary Agreements to which any SPAC Party is or each Group Company will be a party is or will be) , duly executed and delivered by such SPAC Party Group Company and are or will be Enforceable against such SPAC Party. No other corporate actions each applicable Group Company, assuming the approvals set forth on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, Schedule 3.1(e) are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactionsobtained. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. Each Xxx Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. organization or formation, (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws of each jurisdiction equivalent) in the jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to in good standing (or the SPAC Parties, taken as equivalent) would not have a whole. Material Adverse Effect and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party each Xxx Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder consummate the transactions contemplated hereby and thereunder, and, subject to the receipt thereby. The board of managers of the Required Vote approving Company has duly approved this Agreement and the Required SPAC Stockholder Voting MattersAncillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to consummate which it is a party. No other limited liability company proceedings on the Transactions. The part of the Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject Agreement to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, which it is a party and the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board transactions contemplated hereby and the board of directors of Merger Subthereby. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Company and are or will be Enforceable constitutes the valid and binding agreement of the Company, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartyCompany in accordance with its terms, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersas such may be limited by bankruptcy, are necessary to approve insolvency, reorganization or other Laws affecting creditors’ rights generally and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct by general equitable principles. Correct and complete copy copies of the Governing Documents of the SPACeach Xxx Company, as in effect on the Execution Datedate hereof, are filed as (i) Exhibit 3.1 have been made available to the SPAC’s Form 8-K filed with Buyer. Except as set forth on Section 3.1 of the SEC on January 24Company and Sellers’ Disclosure Letter, 2022none of the Utz Companies is the subject of any bankruptcy, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21dissolution, 2023liquidation, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021reorganization or similar proceeding.

Organization; Authority; Enforceability. (a) Each of the SPAC dMY and Merger Sub is (i) a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. , (bii) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws equivalent, and where such concept of good standing is applicable) as a foreign entity in each jurisdiction in which the conduct of its business or location locations of its assets and/or properties or its leasing, ownership, or operation of properties, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as not have a whole. dMY Material Adverse Effect and (diii) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of dMY and Merger Sub has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. transactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement and Agreement, the Ancillary Agreements andto which dMY or Merger Sub is a party. and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite dMY or Merger Sub board of directors action on the part of dMY or Merger Sub, subject as applicable. Subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting MattersdMY Vote, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No no other corporate actions proceedings on the part of dMY or Merger Sub (including any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, action by dMY Board or holders of Equity Interests of dMY or Merger Sub) are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which dMY or Merger Sub is a party and the consummation of the Transactionstransactions contemplated hereby and thereby. (fc) A correct and complete copy The dMY Board has, as of the Governing Documents date of the SPACthis Agreement, as in effect on the Execution Date, are filed as unanimously (i) Exhibit 3.1 to declared the SPAC’s Form 8-K filed with advisability of the SEC on January 24Transactions, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 determined that the Transactions are in the best interests of the stockholders of dMY, (iii) determined that the Transactions constitutes a “Business Combination” as such term is defined in the dMY A&R Certificate of Incorporation and (iv) recommended that the dMY Stockholders approve the dMY Stockholder Voting Matters (the “dMY Board Recommendation”). (d) The Merger Sub’s board of directors, has, as of the date of this Agreement unanimously, by resolutions, (i) declared the advisability of the Transactions, (ii) determined that the Transactions are in the best interests of the sole stockholder of Merger Sub and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Merger. (e) This Agreement has been, and the Ancillary Agreements to be executed and delivered by dMY and Merger Sub at Closing will be, duly executed and delivered by dMY and Merger Sub and constitute valid and binding agreement of dMY and Merger Sub, enforceable against dMY and Merger Sub in accordance with their respective terms, subject to the Form S-1 filed with the SEC on August 6, 2021Remedies Exceptions.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub Such Blocker is a corporation and is or limited liability company, as the case may be, duly incorporatedorganized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of the State of Delaware, except where the failure to be in good standing (or the equivalent thereof, if applicable) would not reasonably be expected to have a material adverse effect on such Blocker’s ability to consummate the applicable Blocker Merger. (b) The SPAC Parties have Such Blocker has all the requisite corporate or limited liability company power and authority to own, lease and operate their respective its assets and properties and to carry on their respective its businesses as presently conducted in all material respects, except where the failure to have such power or authority would not reasonably be expected to have a material adverse effect on such Blocker’s ability to consummate the applicable Blocker Merger. (c) Such Blocker is not in material violation of any of the Governing Documents of such Blocker. Such Blocker is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than any internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (d) Such Blocker has the requisite corporate or limited liability company power and authority, as applicable, to execute and deliver this Agreement and to execute and deliver the Ancillary Agreements to which it is or is contemplated hereby to be a party and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, subject in the case of the consummation of such Blocker’s Blocker Merger, to receiving such Blocker’s Blocker Written Consent. Such Blocker’s Blocker Written Consent is the only vote or approval of the holders of any class or series of capital stock of such Blocker necessary to adopt this Agreement and to approve the transactions contemplated hereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company actions on behalf of such Blocker, as applicable. This Agreement has been (and each of the Ancillary Agreements to which such Blocker is or is contemplated hereby to be a party will be) duly executed and delivered by such Blocker and constitutes a valid, legal and binding agreement of such Blocker, enforceable against such Blocker in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. (e) Each SPAC Party Blocker is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to be have a material to the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, adverse effect on such Blocker’s ability to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactionsapplicable Blocker Merger. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub Seller Party is a corporation and is or other legal entity duly incorporated, organized or formed, validly existing existing, and in good standing under the Laws of the State state of Delaware. (b) The SPAC Parties have all the requisite corporate power and authority to ownits jurisdiction of incorporation, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) organization or formation. Each SPAC Seller Party is duly qualified, licensed or registered authorized to do business conduct the Business and is in good standing under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes where such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documentsrequired. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Seller Party has the requisite corporate power and authority necessary to own or lease the Acquired Assets owned or leased by it and its other properties and to carry on the Business as currently conducted. Each Seller Party has the corporate or other legal entity power and authority, and has taken all action necessary, to authorize, execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is or will be a party party, to consummate the transactions contemplated thereby and to perform its obligations hereunder and thereunder, andand no other action or approval on the part of any Seller Party, subject or the stockholders or other equity holders of any Seller Party, is necessary to authorize and approve the Transaction Documents and the transactions contemplated thereby, other than the receipt of the Required Vote approving the Required SPAC Parent Stockholder Voting Matters, Approval. Each Transaction Document to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have which each Seller Party is a party has been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will beat Closing) duly executed and delivered by such SPAC Seller Party and are or will be (assuming the due authorization, execution and delivery by Buyer and Parent, as applicable) constitutes the legal, valid and binding obligation of such Seller Party, Enforceable against such SPAC Seller Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (fb) A correct The Board of Directors of Parent, at a meeting duly called and complete copy of the Governing Documents of the SPACheld, as in effect on the Execution Date, are filed as has unanimously (i) Exhibit 3.1 approved and adopted this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, (ii) determined that transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, the stockholders of Parent and (iii) resolved to submit the transactions contemplated by this Agreement to the SPAC’s Form 8-K filed stockholders of Parent for approval, file the Proxy Statement with the SEC on January 24and, 2022subject to Section 7.7, as amended with an amendment filed as Exhibit 10.11 to make the SPAC’s Form 8-K filed with Parent Recommendation. (c) Each Subsidiary: (i) is a corporation or other legal entity duly incorporated, organized or formed and validly existing under the SEC on April 21Laws of the state of its jurisdiction of incorporation, 2023, and organization or formation; (ii) Exhibit 3.4 is licensed or qualified to conduct the Form S-1 filed with Business in each jurisdiction where it is required to be so licensed or qualified; and (iii) has the SEC requisite power and authority to own or lease its assets and properties and to carry on August 6, 2021the Business in the manner currently conducted. (d) True and complete copies of the Organizational Documents of each Seller Party and each Subsidiary have been delivered or made available to Buyer.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Company is a corporation and is duly incorporated, validly existing and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a limited liability company or other business entity, as the case may be, and each Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) would not reasonably be expected to have a Material Adverse Effect. (b) The SPAC Parties have Except as set forth on Schedule 4.1(b), each Group Company has all the requisite corporate limited liability company or other applicable power and authority to own, lease and operate their respective its assets and properties and to carry on their respective businesses its business as presently conducted in all material respects. (c) Each SPAC Party Except as set forth on Schedule 4.1(c), each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as have a wholeMaterial Adverse Effect. (d) No SPAC Party Group Company is in material violation of any of its Governing Documents. No SPAC Party Group Company is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Each SPAC Party The Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactionstransactions contemplated hereby and thereby, subject in the case of the consummation of the Company Merger, to receiving the Company Written Consent. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary corporate limited liability company or other business entity actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or each Group Company will be a party is or will be) duly executed and delivered by such SPAC Party Group Company and are or will be Enforceable constitutes a valid, legal and binding agreement of each Group Company, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartyGroup Company in accordance with their terms, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersas such may be limited by bankruptcy, are necessary to approve insolvency, reorganization or other Laws affecting creditors’ rights generally and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactionsby general equitable principles. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub MDH is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with the requisite power and authority to enter into this Agreement, the Ancillary Agreements to which MDH is party and to perform its respective obligations hereunder and thereunder. (b) The SPAC Parties have MDH has all the requisite corporate power and authority to own, lease and operate their respective its assets and properties and to carry on their respective businesses its business as presently conducted in all material respects. (c) Each SPAC Party MDH is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a wholeMDH. (d) No SPAC Party A correct and complete copy of the MDH Certificate of Incorporation, as in effect on the Effective Date, is in violation of any of its Governing Documentsfiled as Exhibit 3.1 to the Form 8-K filed with the SEC on February 5, 2021. No SPAC Party MDH is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingProceeding. (e) Each SPAC Party MDH has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, and subject to the receipt of the Required Vote approving requisite approval of the Required SPAC MDH Stockholder Voting MattersMatters by the MDH Stockholders, to consummate the Transactions. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions, as applicable, including actions other than receipt of the requisite approval of the Required MDH Stockholder Voting Matters by the SPAC Board and the board of directors of Merger SubMDH Stockholders. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or MDH will be a party is or will be) duly executed and delivered by such SPAC Party MDH and are or will be Enforceable constitutes a valid, legal and binding agreement of MDH, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartyMDH in accordance with their terms, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersas such may be limited by bankruptcy, are necessary to approve insolvency, reorganization or other Laws affecting creditors’ rights generally and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactionsby general equitable principles. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub Buyer Party is a corporation and is an exempted company, corporation, limited liability company or other applicable business entity duly organized, incorporated, formed or registered, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of the State its jurisdiction of Delawareorganization, incorporation, formation or registration (as applicable). (b) The SPAC Parties Buyer Parties, other than XXXX, have all the requisite corporate limited liability company power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all material respects. XXXX has all corporate power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each SPAC Buyer Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Buyer Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Buyer Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party Buyer Party, other than XXXX, has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting MattersBuyer Member Consent, to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting MattersBuyer Member Consent, the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company and/or corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC each Buyer Party is or will be a party is or will be) duly executed and delivered by such SPAC Buyer Party and are or will be Enforceable against such SPAC Buyer Party. No other corporate actions proceedings on the part of any SPAC Partythe Buyer, except for the XXXX Required Vote approving the Required SPAC Stockholder Voting MattersVote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements. XXXX has the requisite corporate power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements or to which it is a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the XXXX Required Vote, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements has been authorized by the special committee of independent directors of XXXX and the board of directors of XXXX and, subject to the receipt of the XXXX Required Vote, the consummation of the Transactionstransactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions. No other vote of the equityholders of XXXX, other than the XXXX Required Vote is necessary to approve this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby. (f) A correct and complete copy of the XXXX Governing Documents of the SPACDocuments, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6June 15, 2021. XXXX is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. (a) Each of the SPAC Irish Holdco and Merger Sub is a corporation and (a) is duly incorporatedorganized, incorporated or formed, validly existing existing, and in good standing under the Laws laws of the State state or country of Delaware. its incorporation, (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualifiedqualified or licensed and in good standing (or the equivalent, licensed or registered and where such concept of good standing is applicable) to do business under the Laws of in each jurisdiction in which the conduct nature of its business or location the ownership, lease or use of its properties or assets and/or properties makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Partieshave an Irish Holdco Material Adverse Effect, taken as a whole. and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as presently conducted. Each of Irish Holdco and Merger Sub has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party party, to carry out its obligations hereunder and thereunder and to consummate the Transactions, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, thereunder and to consummate the Transactions. The Irish Holdco is, and as of the Closing will be, a corporate tax resident of Ireland. (b) Each of Irish Holdco Board and Merger Sub Board has duly approved and authorized the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party it is or will be a party is or will beand the Transactions and determined that this Agreement, the Ancillary Agreements and the Transactions are in the best interests of each of Irish Holdco and Merger Sub and their shareholders. (c) This Agreement has been duly executed and delivered by such SPAC Party Irish Xxxxxx and are Xxxxxx Sub and, assuming due execution and delivery by the other Parties, constitutes the valid and binding agreement of Irish Holdco and Merger Sub, enforceable against Irish Holdco and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization or will be Enforceable against such SPAC Partyother Laws affecting creditors’ rights generally and by general equitable principles. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct Correct and complete copy copies of the Irish Holdco and Merger Sub’s Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 date hereof have been made available to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023Company, and Irish Holdco and Merger Sub are not in violation of their Governing Documents. (iid) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6Merger Sub is and has at all times since its formation been properly classified as an association taxable as a corporation for U.S. federal (and, 2021where applicable, state and local) income Tax purposes. (e) Irish Holdco does not have any Subsidiaries other than Merger Sub. Except for Irish Holdco’s ownership of Merger Sub, neither Irish Holdco nor Merger Sub owns, directly or indirectly, any equity or voting interest in any Person.

Organization; Authority; Enforceability. (a) Each of the SPAC Blocker and Merger Sub each PubCo Party is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with the requisite power and authority to enter into this Agreement, the Ancillary Agreements to which such Party is party and to perform its respective obligations hereunder and thereunder. Blocker and each PubCo Party is in good standing under the Laws of the State of Delaware. (b) The SPAC Parties have Blocker and each PubCo Party has all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all material respects. (c) Each SPAC Blocker and each PubCo Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as have a wholeMaterial Adverse Effect. (d) No SPAC A correct and complete copy of each Governing Document of Blocker and each PubCo Party has been made available to MDH. Neither Blocker nor any Pubco Party is in violation of any of its Governing Documents. No SPAC Neither Blocker nor any Pubco Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceedingProceeding. (e) Each SPAC Blocker and each PubCo Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactions. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, Transactions have been duly authorized by all necessary corporate actions, as applicable, including by actions other than the SPAC Board PubCo Stockholder Consents and the board of directors of Blocker Merger SubStockholder Consent. This Agreement has been (and each of the Ancillary Agreements to which Blocker or any SPAC PubCo Party is or will be a party is or will be) duly executed and delivered by Blocker or such SPAC Pubco Party and, assuming the due authorization, execution and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the such other Ancillary Agreements by the counterparties thereto, constitutes a valid, legal and binding agreement of such Party, enforceable against such Party in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or the consummation of the Transactionsother Laws affecting creditors’ rights generally and by general equitable principles. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Company is a corporation and is duly incorporated, validly existing and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) would not reasonably be expected to have a Material Adverse Effect. (b) The SPAC Parties have Each Group Company has all the requisite corporate corporate, limited liability company or other applicable power and authority to own, lease and operate their respective its assets and properties and to carry on their respective its businesses as presently conducted in all material respects. (c) Each SPAC Party Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as have a wholeMaterial Adverse Effect. (d) No SPAC Party The Company is not in violation of any of its Governing Documents and no other Group Company is in material violation of any of its Governing Documents. No SPAC Party None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Each SPAC Party The Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactionstransactions contemplated hereby and thereby, subject in the case of the consummation of the Company Merger, to receiving the Company Written Consent. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary corporate corporate, limited liability company or other business entity actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or each Group Company will be a party is or will be) duly executed and delivered by such SPAC Party Group Company and are or will be Enforceable constitutes a valid, legal and binding agreement of each Group Company, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartyGroup Company in accordance with their terms, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersas such may be limited by bankruptcy, are necessary to approve insolvency, reorganization or other Laws affecting creditors’ rights generally and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactionsby general equitable principles. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub is a corporation and The Company (i) is duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of the State of Delaware. , (bii) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws equivalent, and where such concept of each jurisdiction good standing is applicable) as a foreign entity in the jurisdictions in which the conduct of its business or location locations of its assets and/or or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as have a whole. Material Adverse Effect and (diii) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action by the board of directors of the Company (the “Company Board”). The Subject to the Company Stockholder Approval, no other corporate proceedings on the part of the Company (including any action by the board of directors or holders of Equity Interests of the Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements andto which it is a party and to consummate the transactions contemplated hereby and thereby. (c) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and the Company Stockholders, (ii) approved and adopted this Agreement and the Merger and declared their advisability, (iii) approved the Transactions, including the Merger, in accordance with the DGCL on the terms and subject to the receipt conditions of this Agreement, (iv) recommended the Required Vote approving approval and adoption of this Agreement and the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including Merger by the SPAC Board Company Stockholders, and (v) directed that this Agreement and the board of directors of Merger Sub. Transactions (including the Merger) be submitted for consideration by the Company Stockholders. (d) This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Company, and are or will be Enforceable against such SPAC Party. No assuming due authorization, execution and delivery by the other corporate actions on Parties to this Agreement, constitutes the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve valid and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation binding agreement of the TransactionsCompany, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (the “Remedies Exceptions”). (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. Each Company Entity is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedformed, validly existing existing, and in good standing under the Laws of the State of Delaware. , (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws of each jurisdiction equivalent), if applicable, in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Partiessuch Company Entity, taken as a whole. and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each Company Entity has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will is required to be a party or bound and to consummate the transactions contemplated hereby and thereby, subject to the Company Member Approval, and each Company Entity has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. Each Company Entity’s board of managers or board of directors, as applicable, in accordance with such Company Entity’s Governing Documents and any applicable Law or Contract to which such Company Entity or any of such Company Entity’s members or stockholders is a party or by which it or its Equity Securities are bound, has duly approved this Agreement and the Ancillary Agreements to which it is or is required to be a party or bound and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by such Company Entity and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The Company Member Approval is the only vote or consent necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and, subject to the following receipt of the Required Vote approving the Required SPAC Stockholder Voting MattersCompany Member Approval, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No no other corporate actions or limited liability company proceedings on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are Company Entities is necessary to approve and authorize the execution, delivery or and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each Company Entity and constitutes the valid and binding agreement of each Company Entity, enforceable against each Company Entity in accordance with its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws (the consummation of the Transactions. (f) A correct “Enforceability Exceptions”). Correct and complete copy copies of the Governing Documents of the SPACeach Company Entity, as in effect on the Execution Datedate hereof, are filed as (i) Exhibit 3.1 have been made available to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of Where the SPAC and Merger Sub Seller is a corporation, such Seller is a corporation and is or company duly incorporatedorganized, validly existing and in good standing (or its equivalent) under the federal Laws of Canada or the Laws of the State Province of Delaware. (b) The SPAC Parties have British Columbia, respectively. Such Seller has all the requisite corporate necessary power and authority to own, operate or lease the properties and operate their respective assets and properties now owned, operated or leased by it and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. (d) No SPAC Party it is in violation of any of its Governing Documentscurrently conducted. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party Such Seller has the requisite corporate all necessary power and authority to execute enter into this Agreement and deliver all other Transaction Agreements to which such Person is a party, to carry out his or its obligations hereunder and thereunder (including transferring and delivering to Buyer valid title to the Shares owned by such Seller) and to consummate the Transaction. The execution, delivery and performance by such Seller of this Agreement and the Ancillary other Transaction Agreements to which it such Seller is or will be a party party, and to perform its obligations hereunder and thereunder, and, subject to the receipt consummation of the Required Vote approving Transaction, are within the Required SPAC Stockholder Voting Matterscorporate or individual power and capacity of Seller, to consummate the Transactionsas applicable. The execution, delivery and performance by such Seller of this Agreement and the other Transaction Agreements to which such Seller is a party, and the consummation by such Seller of the Transaction, have been duly and validly authorized by all necessary actions, and no other action on the part of such Seller is necessary to authorize his or its execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary other Transaction Agreements to which any SPAC Party such Seller is or will be a party, and the consummation by such Seller of the Transaction. (b) This Agreement and the other Transaction Agreements to which such Seller is a party is or will be) have been duly executed and delivered by such SPAC Party Seller, and are or will be Enforceable (assuming due authorization, execution and delivery by Buyer) this Agreement the other Transaction Agreements to which such Seller is a party constitute a legal, valid and binding obligation of such Seller, as applicable, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartySeller in accordance with its terms, except for as enforceability may be limited by the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the TransactionsEnforceability Exception. (fc) A correct and complete copy ‎Where such Seller is an individual, the spouse of each Seller has not in any manner whatever contributed work, money or money’s ‎‎worth in respect of the Governing Documents acquisition, management, maintenance, operation or improvement of the SPAC‎‎Company Group nor has the spouse of such Seller assumed any responsibility within the meaning ‎of ‎Family Law Act (British Columbia), as in effect on either case which gives them an interest in ‎any ‎or all of the Execution DateShares of such Seller‎. No order has been given under the Family Law Act (British Columbia), are filed as which ‎would or does affect the Shares or the title of any Seller thereto in any manner whatever nor is ‎there any application threatened or pending under Family Law Act (iBritish Columbia) Exhibit 3.1 to or ‎otherwise by the SPACspouse of such Seller for an order which might affect the Shares or such Seller’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.‎title thereto.‎

Organization; Authority; Enforceability. Each Target Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of the State its jurisdiction of Delaware. organization or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent, and where such concept of good standing is applicable) in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as have a whole. Material Adverse Effect and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party each Target Company has the requisite corporate corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and each of the Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform its their respective obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. The board of directors of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. Except for the approval by the stockholders of the Company in accordance with the Company’s Governing Documents, no other corporate or equivalent proceedings on the part of any Target Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject Agreement to which it is a party and to consummate the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board transactions contemplated hereby and the board of directors of Merger Subthereby. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Company and are or will be Enforceable against such SPAC Party. No other corporate actions on constitutes the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve valid and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation binding agreement of the Transactions. (f) A correct Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copy copies of the Governing Documents of the SPACCompany, as in effect on the Execution Datedate hereof, are filed have been made available to Trident. Except as (i) Exhibit set forth on Section 3.1 to of the SPAC’s Form 8-K filed with Company Disclosure Letter, none of the SEC on January 24Target Companies is the subject of any bankruptcy, 2022dissolution, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21liquidation, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021reorganization or similar proceeding.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub Parent is a corporation and is duly incorporated, validly existing and in good standing incorporated under the Laws of the State of Delaware. (b) The SPAC Parties have all Delaware with the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements Documents to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to . Each of Merger Sub I and Merger Sub II is a limited liability company duly incorporated under the receipt Laws of the Required Vote approving State of Delaware with the Required SPAC Stockholder Voting Mattersrequisite limited liability power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company power, as applicable, and authority and has taken all requisite corporate and limited liability company action, as applicable, to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements andDocuments contemplated hereby to be executed and delivered by Parent, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, Merger Sub I or Merger Sub II and the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary requisite corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions action on the part of any SPAC PartyParent, except for Merger Sub I and Merger Sub II and no other proceedings on the Required Vote approving the Required SPAC Stockholder Voting Matterspart of Parent, Merger Sub I or Merger Sub II are necessary to approve and authorize the execution, delivery or performance of this Agreement or the Ancillary Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II. This Agreement and the Ancillary Agreements or the consummation of the Transactions. Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I and Merger Sub II have been (for, when executed and delivered, will have been) A correct duly executed and complete copy of the Governing Documents of the SPACdelivered by Parent and Merger Sub, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023applicable, and (ii) Exhibit 3.4 to the Form S-1 filed constitute valid and binding obligations of Parent, Merger Sub I and Merger Sub II, enforceable against Parent, Merger Sub I and Merger Sub II in accordance with the SEC on August 6their terms, 2021except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. (a) Each of the SPAC Irish Holdco and Merger Sub is a corporation and (a) is duly incorporatedorganized, incorporated or formed, validly existing existing, and in good standing under the Laws laws of the State state or country of Delaware. its incorporation, (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualifiedqualified or licensed and in good standing (or the equivalent, licensed or registered and where such concept of good standing is applicable) to do business under the Laws of in each jurisdiction in which the conduct nature of its business or location the ownership, lease or use of its properties or assets and/or properties makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Partieshave an Irish Holdco Material Adverse Effect, taken as a whole. and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as presently conducted. Each of Irish Holdco and Merger Sub has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party party, to carry out its obligations hereunder and thereunder and to consummate the Transactions, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, thereunder and to consummate the Transactions. The Irish Holdco is, and as of the Closing will be, a corporate tax resident of Ireland. (b) Each of Irish Holdco Board and Merger Sub Board has duly approved and authorized the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party it is or will be a party is or will beand the Transactions and determined that this Agreement, the Ancillary Agreements and the Transactions are in the best interests of each of Irish Holdco and Merger Sub and their shareholders. (c) This Agreement has been duly executed and delivered by such SPAC Party Irish Holdco and are Merger Sub and, assuming due execution and delivery by the other Parties, constitutes the valid and binding agreement of Irish Holdco and Merger Sub, enforceable against Irish Holdco and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization or will be Enforceable against such SPAC Partyother Laws affecting creditors’ rights generally and by general equitable principles. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct Correct and complete copy copies of the Irish Holdco and Merger Sub’s Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 date hereof have been made available to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023Company, and Irish Holdco and Merger Sub are not in violation of their Governing Documents. (iid) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6Merger Sub is and has at all times since its formation been properly classified as an association taxable as a corporation for U.S. federal (and, 2021where applicable, state and local) income Tax purposes. (e) Irish Holdco does not have any Subsidiaries other than Merger Sub. Except for Irish Holdco’s ownership of Merger Sub, neither Irish Holdco nor Merger Sub owns, directly or indirectly, any equity or voting interest in any Person.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Seller is a corporation and is limited liability company, duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware. (b) . The SPAC Parties have Seller has all the requisite corporate limited liability company power and authority to own, lease and operate their respective assets and its properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure as now conducted and to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power enter into and authority to execute and deliver perform this Agreement and the each Ancillary Agreements Agreement to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it will be a party by the Ancillary Agreements and, subject to Seller and the receipt consummation by the Seller of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, Transactions have been duly and validly authorized by all necessary corporate actions, as applicable, including by limited liability action of the SPAC Board and the board of directors of Merger SubSeller. This Agreement has been (been, and upon their execution each of the Ancillary Agreements Agreement to which any SPAC Party is or the Seller will be a party is or will be) have been, duly executed and delivered by such SPAC Party the Seller and, assuming due execution and are or delivery by each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution, each Ancillary Agreement to which the Seller will be Enforceable a party will constitute, a legal, valid and binding agreement of the Seller, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartySeller in accordance with its terms, except for as limited by the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the TransactionsGeneral Enforceability Exceptions. (fb) A Each member of the Company Group is duly incorporated, organized or formed, validly existing and in good standing (or the jurisdictional equivalent) under the Laws of its jurisdiction of incorporation, organization or formation (as applicable). Each member of the Company Group has all requisite organizational power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted and is in good standing in each applicable jurisdiction, except where the failure to be in good standing or to hold such authorizations, licenses and permits would not reasonably be expected to have a Material Adverse Effect. (c) The Seller has heretofore furnished to Purchaser a complete and correct and complete copy of the Governing Documents certificate of incorporation, bylaws, certificate of formation or operating agreement (or equivalent organizational documents) (“Organizational Documents”), each as amended to date, of each member of the SPACCompany Group. Such Organizational Documents are in full force and effect. No member of the Company Group is in violation of any of the provisions of its Organizational Documents. The transfer books and minute books of each member of the Company Group, as in effect on the Execution Dateif any, are filed as (i) Exhibit 3.1 have been made available for inspection by Purchaser prior to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, date hereof and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021are true and complete.

Organization; Authority; Enforceability. (a) Each of the SPAC Company and Merger Sub its Subsidiaries is a corporation and is duly incorporatedorganized, validly existing and in good standing under the Laws laws of the State its jurisdiction of Delaware. (b) The SPAC Parties have incorporation and has all the requisite corporate power and authority to own, lease own and operate their respective assets and its properties and to carry on their respective businesses as presently conducted its business and, in the case of the Company, to enter into and perform all respects. (c) of its obligations under this Agreement and the Notes and to issue and sell the Notes and, in the case of each Subsidiary Guarantor, to enter into and perform all of its obligations under its Subsidiary Guarantee. Each SPAC Party of the Company and its Subsidiaries is duly qualified, licensed or registered qualified to do business under the Laws of as a foreign corporation in each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except state where the failure to be so licensed or qualified would nothave a material adverse effect on the business, individually financial condition or in operations of the aggregateCompany and its Subsidiaries taken as a whole and has all corporate power, reasonably be expected licenses, franchises and other governmental authorizations and approvals necessary to be carry on its present business, with respect to which the failure to possess would have a material to adverse effect on the SPAC Partiesbusiness, financial condition or operations of the Company and its Subsidiaries taken as a whole. . Schedule 8A includes a correct list as to each of the Company's Subsidiaries on the date hereof (di) No SPAC Party is in violation of any its name, (ii) the jurisdiction of its Governing Documents. No SPAC Party is the subject of any bankruptcyincorporation, dissolution, liquidation, reorganization or similar proceeding. (eiii) Each SPAC Party has the requisite corporate power its capital stock issued and authority to execute and deliver this Agreement outstanding and the Ancillary Agreements to which holders by percentage of that stock and (v)) whether it is a Domestic or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger SubForeign Subsidiary. This Agreement has been (and each Subsidiary Guarantee are, and the Notes when issued and delivered hereunder will be, legal, valid, binding and enforceable obligations of the Ancillary Agreements to which any SPAC Party is Company or will be a party is or will such Subsidiary Guarantor, as the case may be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the SEC on January 24enforcement of creditors, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, rights generally and by general equitable principles (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021regardless of whether enforcement is sought in equity or at law).

Organization; Authority; Enforceability. The ML Companies are (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent), if applicable, under the Laws of the State its jurisdiction of Delaware. organization or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent), if applicable, in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC ML Companies and (c) each ML Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, and the Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The Company has duly approved this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The ML Parties’ Approval is the only vote or consent necessary to approve and authorize the execution, taken delivery and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and, following receipt of the ML Parties’ Approval, no other corporate proceedings on the part of the Company or the ML Parties are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as a whole. (d) No SPAC Party is such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Correct and complete copies of the Governing Documents of each ML Company, as in violation effect on the date hereof, have been made available to the Investor. Except as set forth on Section 4.1 of any the Company and ML Parties’ Disclosure Letter, none of its Governing Documents. No SPAC Party is the ML Companies are the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub The Company is a corporation and is duly incorporated, validly existing and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable). (b) The SPAC Parties have Each Group Company has all the requisite corporate corporate, limited liability company or other applicable power and authority to own, lease and operate their respective its assets and properties and to carry on their respective its businesses as presently conducted in all material respects. (c) Each SPAC Party Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, necessary except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC PartiesGroup Companies, taken as a whole. (d) No SPAC Party Group Company is in material violation of any of its Governing Documents. No SPAC Party None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Each SPAC Party Other than as set forth on Schedule 3.2, the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactionstransactions contemplated hereby and thereby. The executionOther than as set forth on Schedule 3.2, the execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, transactions contemplated hereby and thereby by the Group Companies have been duly authorized by all necessary corporate corporate, limited liability company or other business entity actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (been, and each of the Ancillary Agreements to which any SPAC Party is or each Group Company will be a party is or will be) , duly executed and delivered by such SPAC Party Group Company and are or will be Enforceable against such SPAC Party. No other corporate actions each applicable Group Company, assuming the approvals set forth on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, Schedule 3.2 are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactionsobtained. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. Each Target Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporated, organized or formed, validly existing existing, and in good standing, or the equivalent, (where such concept is applicable) under the Laws of its jurisdiction of incorporation, organization or formation (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), (b) qualified to do business and in good standing under or the Laws of equivalent (where such concept is applicable) in the State of Delaware. (b) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or its leasing, ownership or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Partieshave a Target Companies Material Adverse Effect, taken as a whole. and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party each Target Company has the requisite corporate corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of NewCo, the Company and Merger Sub has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and, if and to the extent applicable, each of the other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform its their respective obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. The board of directors of each of NewCo, the Company and Merger Sub has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by NewCo, the Company or Merger Sub, as applicable, and the Ancillary Agreements to which it is a party. No other corporate or equivalent action on the part of any Target Company (including any action by the board of directors (or equivalent governing body) or holders of Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements andto which it is a party and to consummate the transactions contemplated hereby and thereby, subject other than the following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger pursuant to the receipt DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, (b) the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation written consent of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub, approving the Merger Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (c) the consents of NewCo and the Company, as set forth on Section 3.1 of the Company Disclosure Letter, necessary to approve, authorize and effect the Pre-Closing Reorganization, the repurchase of NewCo Common Shares pursuant to the Repurchase Agreements and the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by which the NewCo or Company is bound (the consents in clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of NewCo, the Company and Merger Sub, as applicable. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by each of NewCo, the Company and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes the valid and binding agreement of each such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions on the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersenforceable against each such Party in accordance with its terms, are necessary subject to approve bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct by general equitable principles. Correct and complete copy copies of the Governing Documents of each of NewCo, the SPACCompany and Merger Sub, as in effect on the Execution Datedate hereof, have been made available to SEAC. None of the Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. The Target Companies constitute all of the entities that are filed as (i) Exhibit 3.1 required or necessary to the SPAC’s Form 8-K filed with conduct of the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 Business and are adequate to conduct the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021Business.

Organization; Authority; Enforceability. (a) Each of the SPAC Sellers, the Company and Merger Sub is a corporation each Subsidiary of the Company has been duly organized or incorporated and is duly incorporatedvalidly existing, validly existing and in good standing each case, under the Laws laws of the State of Delawarejurisdiction in which it is organized or incorporated. (b) The SPAC Parties have Each of the Sellers, the Company and each Subsidiary of the Company is duly qualified or otherwise authorized to act as a legal entity and is in good standing or with similar status under the laws of every other jurisdiction in which such qualification or authorization is necessary under applicable Law, except where the failure to be so qualified, authorized or in good standing would not be material to the Company and its Subsidiaries, taken as a whole. (c) Each of the Sellers, the Company and each Subsidiary of the Company has all the requisite corporate or other similar power and authority to own, lease and operate their respective its properties and other assets and properties and to carry on their respective its businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a wholenow conducted. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt each of the Required Vote approving Transaction Documents by the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have Sellers has been duly authorized and approved by all necessary corporate actionsaction on the part of each of the Sellers. Each of the Sellers has all requisite power and authority to enter into each Transaction Document and to perform the obligations, as applicableand consummate the transactions, including by the SPAC Board and the board of directors of Merger Subcontemplated therein. This Agreement has been (and each and, as of the Ancillary Agreements to which any SPAC Party is or will be a party is or Closing, each other Transaction Document will be) , duly and validly executed and delivered by each of the Sellers and constitutes or with respect to the other Transaction Documents, as of the Closing, will constitute a legal, valid and binding obligation of such SPAC Party and are or will be Enforceable Seller, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartySeller in accordance with their respective terms, except for to the Required Vote approving extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, arrangement, moratorium and other similar laws relating to or affecting creditors’ rights and subject to general principles of equity, including the Required SPAC Stockholder Voting Mattersprinciples applicable to fiduciaries, are necessary to approve regardless of whether such enforceability is considered in a Proceeding in equity or at law (the “Bankruptcy and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the TransactionsEquity Exceptions”). (fe) A correct True and complete copy copies of the Governing Documents minute books, stock books and stock transfer records of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 Company and its Subsidiaries have been made available to the SPAC’s Form 8-K filed with Buyers, which, in all material respects, contain true and complete minutes and records of all meetings, proceedings and other actions of the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to shareholders and board of directors (or comparable bodies) of the SPAC’s Form 8-K filed with the SEC on April 21, 2023, Company and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021its Subsidiaries.

Organization; Authority; Enforceability. (a) Each Artius has been duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the SPAC Domestication, is and will be validly existing and in good standing under the laws of the Cayman Islands. Upon the occurrence of the Domestication, Artius will be duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. . Each of Artius and Merger Sub is (bi) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws equivalent, and where such concept of good standing is applicable) as a foreign entity in each jurisdiction in which the conduct of its business or location of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. not have an Artius Material Adverse Effect and (dii) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Artius and Merger Sub has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. transactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement and Agreement, the Ancillary Agreements andto which Artius or Merger Sub is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Artius or Merger Sub board of directors action on the part of Artius or Merger Sub, subject as applicable. Subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting MattersArtius Vote, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No no other corporate actions proceedings on the part of Artius or Merger Sub (including any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersaction by Artius Board or holders of Equity Interests of Artius or Merger Sub), are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Artius or Merger Sub is a party and the consummation of the Transactions. (f) A correct transactions contemplated hereby and complete copy thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Artius and Merger Sub at Closing will be, duly executed and delivered by Artius and Merger Sub and constitute valid and binding agreement of the Governing Documents of the SPACArtius and Merger Sub, as enforceable against Artius and Merger Sub in effect on the Execution Dateaccordance with their respective terms, are filed as (i) Exhibit 3.1 subject to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021Remedies Exceptions.

Organization; Authority; Enforceability. (a) Each Until the occurrence of the SPAC Domestication, the Buyer is an exempted company with limited liability duly incorporated under the Laws of the Cayman Islands with the requisite power and authority to enter into this Agreement and to perform its obligations hereunder, and upon the occurrence of the Domestication, the Buyer will be duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each Merger Sub is a corporation limited liability company and each Merger Sub is duly incorporatedorganized, validly existing and in good standing under the Laws of the State of Delaware. (b) The SPAC Buyer Parties have all the requisite corporate or limited liability company power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all material respects. (c) Each SPAC Buyer Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Buyer Parties, taken as a whole. (d) No SPAC Party A correct and complete copy of the Buyer Memorandum and Articles, as in effect on the Effective Date, are filed as Exhibit 3.1 to the Form 8-K filed with the SEC on April 28, 2020. The Buyer is in violation of any of its Governing Documents. No SPAC Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Buyer Party has the requisite corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving requisite approval of the Required SPAC Stockholder Buyer Shareholder Voting MattersMatters by the Buyer Shareholders, to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC each Buyer Party is or will be a party is or will be) duly executed and delivered by such SPAC Buyer Party and are or will be Enforceable constitutes a valid, legal and binding agreement of each Buyer Party, enforceable against such SPAC Party. No other corporate actions on the part of any SPAC PartyBuyer Party in accordance with their terms, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersas such may be limited by bankruptcy, are necessary to approve insolvency, reorganization or other Laws affecting creditors’ rights generally and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactionsby general equitable principles. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub is a corporation and Except as set forth in Schedule 3.1, each Anghami Company is duly incorporated, validly existing and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. (b) The SPAC Parties have formation and has all the requisite corporate power and authority to own, lease and operate their respective assets and its properties and to carry on their respective businesses its business as presently conducted in all respects. (c) now being conducted. Each SPAC Party Anghami Company is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws of each jurisdiction equivalent) in the jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to be material have a Material Adverse Effect on the Anghami Companies. The Company has provided to Vistas accurate and complete copies of the SPAC PartiesGoverning Documents of each Anghami Company, taken each as a whole. (d) amended and as in effect as of the date hereof. No SPAC Party Anghami Company is in material violation of any provision of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party The Company has the all requisite corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is or will is required to be a party and party, to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement and each other Transaction Agreement to which it is or is required to be a party, the Ancillary Agreements and, subject to performance by the receipt Company of its obligations hereunder and thereunder and the consummation by the Company of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No other corporate actions requisite action on the part of the Company in accordance with the Company’s Governing Documents and the Laws of the jurisdiction of organization. The Required Company Shareholder Approval is the only vote or consent of the holders of any SPAC Party, except for class or series of share capital of Anghami required to approve and adopt this Agreement and approve the Required Vote approving transactions contemplated hereby. No other proceedings on the Required SPAC Stockholder Voting Matters, part of the Company are necessary to approve and authorize the executionexecution and delivery of this Agreement or the other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, delivery and each other Transaction Agreement to which the Company is or performance is required to be a party shall be when delivered, duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Certain Company Shareholders have delivered, and has not subsequently rescinded, revoked or modified in any way, the Written Consent approving the adoption of this Agreement and the Ancillary Agreements or transactions contemplated hereby, including the consummation of the TransactionsMerger, which Written Consent constitutes Required Company Shareholder Approval. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) Each of the SPAC and Merger Sub Seller is a corporation and is limited liability company duly incorporatedorganized, validly existing and in good standing (or its equivalent) under the Laws of the State of Delaware. (b) The SPAC Parties have California and has all the requisite corporate necessary power and authority to own, operate or lease the properties and operate their respective assets and properties now owned, operated or leased by it and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location as it is currently conducted. Each of its assets and/or properties makes such qualification necessary, except where Seller and the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as a whole. (d) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party Members has the requisite corporate all necessary power and authority to execute and deliver enter into this Agreement and the Ancillary all other Transaction Agreements to which it such Person is a party, to carry out his, her or will be a party and to perform its obligations hereunder and thereunder, and, subject thereunder (including transferring and delivering to Buyer valid title to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, Units) and to consummate the Transactions. The execution, delivery and performance by Seller and each of the Members of this Agreement and the Ancillary other Transaction Agreements andto which Seller and each such Member is a party, subject to and the receipt consummation of the Required Vote approving Transactions, are within the Required SPAC Stockholder Voting Matterslimited liability company or individual power and capacity of Seller and each such Member, as applicable. The execution, delivery and performance by Seller and each Member of this Agreement and the other Transaction Agreements to which Seller and each such Member is a party, and the consummation by Seller and the Members of the Transactions, have been duly and validly authorized by all necessary corporate actions, as applicable, actions (including any action by the SPAC Board members and the board manager of directors of Merger Sub. This Agreement has been (Seller), and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No no other corporate actions action on the part of Seller or any SPAC Party, except for of the Required Vote approving the Required SPAC Stockholder Voting Matters, are Members is necessary to approve and authorize the execution, delivery or and performance by Seller and the Members of this Agreement and the Ancillary other Transaction Agreements to which Seller or any Member is a party, and the consummation by Seller and the Members of the Transactions. (fb) A correct This Agreement and complete copy of the Governing Documents of other Transaction Agreements to which Seller or any Member is a party have been duly executed and delivered by Seller and the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023Members, and (iiassuming due authorization, execution and delivery by Buyer) Exhibit 3.4 this Agreement the other Transaction Agreements to which Seller or any Member is a party constitute a legal, valid and binding obligation of Seller or such Member, as applicable, enforceable against Seller or such Member in accordance with its terms, except as enforceability may be limited by the Form S-1 filed with the SEC on August 6, 2021Enforceability Exception.

Organization; Authority; Enforceability. Each RSI Company is (a) Each of the SPAC and Merger Sub is a corporation and is duly incorporatedorganized or formed, validly existing existing, and in good standing (or the equivalent) under the Laws of the State its jurisdiction of Delaware. organization or formation (b) The SPAC Parties have all the requisite corporate power and authority to ownor, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted if continued in all respects. (c) Each SPAC Party is duly qualifiedanother jurisdiction, licensed or registered to do business under the Laws of each its current jurisdiction of registration (as applicable)), (b) qualified to do business and is in good standing (or the equivalent) in the jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to be material to the SPAC Parties, taken as have a whole. Material Adverse Effect and (dc) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party each RSI Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform its their respective obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject Agreement to which it is a party and to consummate the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board transactions contemplated hereby and the board of directors of Merger Subthereby. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party the Company and are or will be Enforceable against such SPAC Party. No other corporate actions on constitutes the part of any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Matters, are necessary to approve valid and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation binding agreement of the Transactions. (f) A correct Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copy copies of the Governing Documents of the SPACeach RSI Company, as in effect on the Execution Effective Date, are filed as (i) Exhibit 3.1 have been made available to the SPAC’s Form 8-K filed with Buyer. Except as set forth on Section 3.1 of the SEC on January 24Company and Sellers’ Disclosure Letter, 2022none of the RSI Companies is the subject of any bankruptcy, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21dissolution, 2023liquidation, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021reorganization or similar proceeding.

Organization; Authority; Enforceability. (a) Each Nocturne has been duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the SPAC Domestication, is and will be validly existing and in good standing under the laws of the Cayman Islands. Upon the occurrence of the Domestication, Nocturne will be duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. . Each of Nocturne and Merger Sub is (bi) The SPAC Parties have all the requisite corporate power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all respects. (c) Each SPAC Party is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws equivalent, and where such concept of good standing is applicable) as a foreign entity in each jurisdiction in which the conduct of its business or location of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to be material to the SPAC Parties, taken as not have a whole. Material Adverse Effect and (dii) No SPAC Party is in violation of any of its Governing Documents. No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding. (e) Each SPAC Party has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Nocturne and Xxxxxx Sub has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. transactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement and Agreement, the Ancillary Agreements andto which Nocturne or Merger Sub is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Nocturne or Merger Sub board of directors action on the part of Nocturne or Merger Sub, subject as applicable. Subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting MattersNocturne Vote, the consummation of the Transactions, have been duly authorized by all necessary corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been (and each of the Ancillary Agreements to which any SPAC Party is or will be a party is or will be) duly executed and delivered by such SPAC Party and are or will be Enforceable against such SPAC Party. No no other corporate actions proceedings on the part of Nocturne or Merger Sub (including any SPAC Party, except for the Required Vote approving the Required SPAC Stockholder Voting Mattersaction by Nocturne Board or holders of Equity Interests of Nocturne or Merger Sub), are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Nocturne or Merger Sub is a party and the consummation of the Transactions. (f) A correct transactions contemplated hereby and complete copy thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Nocturne and Merger Sub at Closing will be, duly executed and delivered by Nocturne and Merger Sub and constitute valid and binding agreement of the Governing Documents of the SPACNocturne and Merger Sub, as enforceable against Nocturne and Merger Sub in effect on the Execution Dateaccordance with their respective terms, are filed as (i) Exhibit 3.1 subject to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021Remedies Exceptions.