Common use of Shares of Common Stock Issuable Upon Exercise of Warrants Clause in Contracts

Shares of Common Stock Issuable Upon Exercise of Warrants. The shares of Common Stock issuable upon exercise of the Warrants included in the Units, the Private Placement Warrants, the Forward Purchase Warrants and the Loan Convertible Warrants, if any, have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment therefor pursuant to the Warrants, the Private Placement Warrants, the Forward Purchase Warrants and the Loan Convertible Warrants, if any, as applicable, and the Warrant Agreement and the Forward Purchase Agreement, as applicable, and registered in the Company’s register, will be duly and validly issued and delivered, fully paid and nonassessable. The holders of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.

Shares of Common Stock Issuable Upon Exercise of Warrants. The shares of Common Stock issuable upon exercise of the Warrants included in the Units, the Private Placement Warrants, the Forward Purchase Warrants and the Loan Convertible Working Capital Warrants and Extension Warrants, if any, have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment therefor pursuant to the Warrants, the Private Placement Warrants, the Forward Purchase Warrants and the Loan Convertible Working Capital Warrants and the Extension Warrants, if any, as applicable, and the Warrant Agreement and the Forward Purchase Agreement, as applicable, and registered in the Company’s registerregister of members, will be duly and validly issued and delivered, fully paid and nonassessable. The holders of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.

Shares of Common Stock Issuable Upon Exercise of Warrants. The shares of Common Stock issuable upon exercise of the Warrants included in the Units, the Private Placement Warrants, the Forward Purchase Warrants and the Loan Convertible Working Capital Warrants, if any, have been duly authorized and reserved for issuance upon exercise thereof and, when issued and delivered against payment therefor pursuant to the Warrants, the Private Placement Warrants, the Forward Purchase Warrants and the Loan Convertible Working Capital Warrants, if any, as applicable, and the Warrant Agreement and the Forward Purchase Agreement, as applicable, and registered in the Company’s registerregister of members, will be duly and validly issued and delivered, fully paid and nonassessable. The holders of such shares of Common Stock are not and will not be subject to personal liability by reason of being such holders; such shares of Common Stock are not and will not be subject to any preemptive or other similar contractual rights granted by the Company; and all corporate action required to be taken for the authorization, issuance and sale of such shares of Common Stock (other than such execution (if applicable), countersignature (if applicable) and delivery at the time of issuance) has been duly and validly taken.