Common use of Organization; Due Authorization Clause in Contracts

Organization; Due Authorization. If such Sponsor Party is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Side Letter and the consummation of the transactions contemplated hereby are within such Sponsor Party’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor Party. If such Sponsor Party is an individual, such Sponsor Party and such Founder Holder has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Side Letter has been duly executed and delivered by such Sponsor Party and such Founder Holder and, assuming due authorization, execution and delivery by the other parties to this Side Letter, this Side Letter constitutes a legally valid and binding obligation of such Sponsor Party and such Founder Holder, enforceable against such Sponsor Party and such Founder Holder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Side Letter is being executed in a representative or fiduciary capacity, the Person signing this Side Letter has full power and authority to enter into this Side Letter on behalf of the applicable Sponsor Party or Founder Holder.

Organization; Due Authorization. If such Sponsor SPAC Holder Party is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Side Letter Agreement and the consummation of the transactions contemplated hereby are within such Sponsor SPAC Holder Party’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor SPAC Holder Party. If such Sponsor SPAC Holder Party is an individual, such Sponsor SPAC Holder Party and such Founder Holder has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Side Letter Agreement has been duly executed and delivered by such Sponsor SPAC Holder Party and such Founder Holder and, assuming due authorization, execution and delivery by the other parties to this Side LetterAgreement, this Side Letter Agreement constitutes a legally valid and binding obligation of such Sponsor Party and such Founder HolderSPAC Holder Party, enforceable against such Sponsor SPAC Holder Party and such Founder Holder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Side Letter Agreement is being executed in a representative or fiduciary capacity, the Person signing this Side Letter Agreement has full power and authority to enter into this Side Letter Agreement on behalf of the applicable Sponsor Party or Founder HolderSPAC Holder Party.

Organization; Due Authorization. If such Sponsor Supporting Party is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Side Letter Agreement and the consummation of the transactions contemplated hereby are within such Sponsor Supporting Party’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor Supporting Party. If such Sponsor Supporting Party is an individual, such Sponsor Supporting Party and such Founder Holder has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Side Letter Agreement has been duly executed and delivered by such Sponsor Supporting Party and such Founder Holder and, assuming due authorization, execution and delivery by the other parties to this Side LetterAgreement, this Side Letter Agreement constitutes a legally valid and binding obligation of such Sponsor Party and such Founder HolderSupporting Party, enforceable against such Sponsor Supporting Party and such Founder Holder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Side Letter Agreement is being executed in a representative or fiduciary capacity, the Person signing this Side Letter Agreement has full power and authority to enter into this Side Letter Agreement on behalf of the applicable Sponsor Party or Founder HolderSupporting Party.

Organization; Due Authorization. If such Sponsor Supporting Party is not an individual, it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Side Letter Agreement and the consummation of the transactions contemplated hereby are within such Sponsor Supporting Party’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor Supporting Party. If such Sponsor Supporting Party is an individual, such Sponsor Supporting Party and such Founder Holder has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Side Letter Agreement has been duly executed and delivered by such Sponsor Supporting Party and such Founder Holder and, assuming due authorization, execution and delivery by the other parties to this Side LetterAgreement, this Side Letter Agreement constitutes a legally valid and binding obligation of such Sponsor Party and such Founder HolderSupporting Party, enforceable against such Sponsor Supporting Party and such Founder Holder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Lawsapplicable bankruptcy, other insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Side Letter Agreement is being executed in a representative or fiduciary capacity, the Person signing this Side Letter Agreement has full power and authority to enter into this Side Letter Agreement on behalf of the applicable Sponsor Party or Founder HolderSupporting Party.

Organization; Due Authorization. If such Sponsor Securityholder Party is not an individual, it is duly organized, validly existing and in good standing under the Laws laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Side Letter Agreement and the consummation of the transactions contemplated hereby are within such Sponsor Securityholder Party’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor Securityholder Party. If such Sponsor Securityholder Party is an individual, such Sponsor Securityholder Party and such Founder Holder has full legal capacity, right and authority to execute and deliver this Sponsor Agreement and to perform his or her obligations hereunder. This Side Letter Agreement has been duly executed and delivered by such Sponsor Securityholder Party and such Founder Holder and, assuming due authorization, execution and delivery by the other parties to this Side LetterAgreement, this Side Letter Agreement constitutes a legally valid and binding obligation of such Sponsor Party and such Founder HolderSecurityholder Party, enforceable against such Sponsor Securityholder Party and such Founder Holder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Lawslaws, other similar Laws laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Side Letter Agreement is being executed in a representative or fiduciary capacity, the Person signing this Side Letter Agreement has full power and authority to enter into this Side Letter Agreement on behalf of the applicable Sponsor Party or Founder HolderSecurityholder Party.

Organization; Due Authorization. If the Parent Support Party is an individual, such Sponsor Person has all the requisite power and authority and has taken all action necessary in order to execute and deliver this Agreement, to perform such Person’s obligations under this Agreement and to consummate the transactions contemplated by this Agreement. If the Parent Support Party is not an individual, it : (i) such Person is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it such Person is incorporated, formed, organized or constituted, ; and (ii) the execution, delivery and performance of this Side Letter Agreement and the consummation of the transactions contemplated hereby by this Agreement are within such Sponsor Parent Support Party’s corporate, limited liability company company, partnership or similar organizational powers and have been duly authorized by all necessary corporate, limited liability company company, partnership or similar organizational actions on the part of such Sponsor Parent Support Party. If such Sponsor Party is an individual, such Sponsor Party and such Founder Holder has full legal capacity, right and authority to execute and deliver this Sponsor This Agreement and to perform his or her obligations hereunder. This Side Letter has been duly executed and delivered by such Sponsor Party and such Founder Holder and, assuming Parent Support Party. Assuming the due authorization, execution and delivery by the other parties to this Side LetterAgreement, this Side Letter Agreement constitutes a legally valid and binding obligation of such Sponsor Party and such Founder Holder, enforceable against such Sponsor Party and such Founder Holder in accordance with the terms hereof (except Parent Support Party. Except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies), this Agreement is enforceable against such Parent Support Party in accordance with its terms. If this Side Letter Agreement is being executed in a representative or fiduciary capacity, the Person signing this Side Letter Agreement has full power and authority to enter into this Side Letter Agreement on behalf of the applicable Sponsor Party or Founder Holder.such Parent Support Party. Final Form

Organization; Due Authorization. If such Sponsor Party or Founder Holder is not an individual, it is duly organized, validly existing and in good standing under the Laws of the jurisdiction in which it is incorporated, formed, organized or constituted, and the execution, delivery and performance of this Side Letter and the consummation of the transactions contemplated hereby are within such Sponsor Party’s corporate, limited liability company or organizational powers and have been duly authorized by all necessary corporate, limited liability company or organizational actions on the part of such Sponsor PartyParty or Founder Holder. If such Sponsor Party or Founder Holder is an individual, such Sponsor Party and such Founder Holder has full legal capacity, right and authority to execute and deliver this Sponsor Agreement Side Letter and to perform his or her obligations hereunder. This Side Letter has been duly executed and delivered by such Sponsor Party and such Founder Holder and, assuming due authorization, execution and delivery by the other parties to this Side Letter, this Side Letter constitutes a legally valid and binding obligation of such Sponsor Party and such Founder Holder, enforceable against such Sponsor Party and such Founder Holder in accordance with the terms hereof (except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies). If this Side Letter is being executed in a representative or fiduciary capacity, the Person signing this Side Letter has full power and authority to enter into this Side Letter on behalf of the applicable Sponsor Party or Founder Holder.