Common use of Title to Securities Clause in Contracts

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant AgreementAgreement (as applicable), the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, Warrants the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant AgreementAgreement (as applicable), the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such the Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant AgreementAgreement (as applicable), the Purchaser will have good title to the Private Placement Warrants and Warrants, including the Shares issuable upon exercise of such the Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and Warrants, including the Shares issuable upon exercise of such the Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon exercise of the Private Placement Warrants in accordance with the terms of the Warrant Agreement and the issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessablenon-assessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon Upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon in accordance with the terms of the Warrant Agreement and the issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and hereunder, under the other agreements contemplated herebyhereby or under any other agreement between the Purchaser and the Company entered into in connection with the Public Offering, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Private Placement Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuancenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant AgreementAgreement and the amended and restated memorandum and articles of association of the Company, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessablenon-assessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the each Purchaser will have good title to the Private Placement Warrants purchased by such Purchaser and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, laws and (iii) liens, claims or encumbrances imposed due to the actions of the PurchaserPurchasers.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than than: (i) transfer restrictions hereunder and under the other agreements contemplated hereby, ; (ii) transfer restrictions under federal and state securities laws, ; and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessablenonassessable and registered in the Company’s register of members. On the date of issuance of the Private Placement Warrants, the Shares shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, laws and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Class A Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Class A Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Class A Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, Placement Units will be duly and validly issued and the Shares and Rights issuable upon exercise of the Private Placement Warrants Units will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement WarrantsUnits, the Shares and Rights issuable upon exercise of the Private Placement Warrants Units shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreementhereof, the Purchaser will have good title to the Private Placement Warrants Units and the Shares and Rights issuable upon exercise of such Private Placement WarrantsUnits, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessablenon-assessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, with and payment pursuant to, to the terms hereofhereof and the amended and restated memorandum and articles of association of the Company and registration in the register of members of the Company, the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants Units (and the underlying securities) will be duly and validly issued as fully paid and nonassessablenon-assessable. On the date of issuance of the Private Placement WarrantsUnits, the Shares issuable upon exercise of the Private Placement Warrants underlying securities shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreementhereof, the Purchaser will have good title to the Private Placement Warrants Units (and the Shares issuable upon exercise of such Private Placement Warrantsunderlying securities), free and clear of all liens, claims and encumbrances of any kind, other than (iA) transfer restrictions hereunder and under the other agreements contemplated hereby, (iiB) transfer restrictions under federal and state securities laws, and (iiiC) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser Purchasers will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than than: (i) transfer restrictions hereunder and under the other agreements contemplated hereby, ; (ii) transfer restrictions under federal and state securities laws, ; and (iii) liens, claims or encumbrances imposed due to the actions of the PurchaserPurchasers.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and purchased by it and, when issued, the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Rights Agreement, the Shares issuable upon exercise of underlying the Private Placement Warrants Units (including the Rights) will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement WarrantsUnits, the Shares issuable upon exercise of underlying the Private Placement Warrants Units (including the Rights) shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Rights Agreement, the Purchaser Purchasers will have good title to the Private Placement Warrants Units and the Shares issuable upon exercise of underlying such Private Placement WarrantsUnits (including the Rights), free and clear of all liens, claims and encumbrances of any kind, other than than: (i) transfer restrictions hereunder and under the other agreements contemplated hereby, ; (ii) transfer restrictions under federal and state securities laws, ; and (iii) liens, claims or encumbrances imposed due to the actions of the PurchaserPurchasers.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, Placement Units will be duly and validly issued and the Shares and Rights issuable upon exercise of the Private Placement Warrants Units will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement WarrantsUnits, the Shares and Rights issuable upon exercise of the Private Placement Warrants Units shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreementhereof, the Purchaser Purchasers will have good title to the Private Placement Warrants Units and the Shares and Rights issuable upon exercise of such Private Placement WarrantsUnits, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant AgreementAgreement and the Amended and Restated Memorandum and Articles of Association of the Company, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and of the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than than: (i) transfer restrictions hereunder and under the other agreements contemplated hereby, ; (ii) transfer restrictions under federal and state securities laws, ; and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Ordinary Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser Purchasers will have good title to the Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than than: (i) transfer restrictions hereunder and under the other agreements contemplated hereby, ; (ii) transfer restrictions under federal and state securities laws, ; and (iii) liens, claims or encumbrances imposed due to the actions of the PurchaserPurchasers.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants Units and underlying securities will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof hereof, and upon registration in the Warrant Agreementbooks maintained by or on behalf of the Company for the registration and transfer of the Private Placement Units or the Company’s register of members (in the case of the Ordinary Shares issuable upon conversion of the Private Share Rights), the Purchaser will have good title to the Private Placement Warrants Units and the Shares issuable upon exercise of such Private Placement Warrantsunderlying securities, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder hereunder, under the letter agreement entered into among the Company and its insiders, and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Warrant Agreement and the Amended and Restated Memorandum and Articles of the Company, and upon registration in the Company’s register of members, the Warrant Agreement, the Ordinary Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuancenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants and the Ordinary Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, laws and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants and the Shares Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, laws and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser Purchasers will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the PurchaserPurchasers.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant AgreementAgreement and the Amended and Restated Memorandum and Articles of Association of the Company, and upon registration in the Company’s register of members, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuancenon-assessable. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, and upon registration in the Company’s register of members, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares Class A shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares Class A shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, laws and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant Agreement, the Purchaser will have good title to the Private Placement Warrants purchased by it and the Shares issuable upon exercise of such Private Placement WarrantsXxxxxxx Xxxxxxxxx Xxxxxxxx, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereof, hereof and the Warrant Agreement, the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessablenon-assessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant AgreementAgreement (as applicable), the Purchaser will have good title to the Private Placement Warrants and Warrants, including the Shares issuable upon exercise of such the Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.

Title to Securities. Upon issuance in accordance with, and payment pursuant to, the terms hereofhereof and the Warrant, the Warrant Agreement, Warrants will be duly and validly issued and the Shares issuable upon exercise of the Private Placement Warrants will be duly and validly issued as issued, fully paid and nonassessable. On the date of issuance of the Private Placement Warrants, the Shares issuable upon exercise of the Private Placement Warrants shall have been reserved for issuance. Upon issuance in accordance with, and payment pursuant to, the terms hereof and the Warrant AgreementWarrant, the Purchaser will have good title to the Private Placement Warrants and the Shares issuable upon exercise of such Private Placement Warrants, free and clear of all liens, claims and encumbrances of any kind, other than (i) transfer restrictions hereunder and under the other agreements contemplated hereby, (ii) transfer restrictions under federal and state securities laws, and (iii) liens, claims or encumbrances imposed due to the actions of the Purchaser.