Common use of Transactions Contemplated Herein Clause in Contracts

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription AgreementsAgreement, the Escrow Agreement, the Services Agreement, the Business Combination Marketing Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all requisite corporate power and authority to enter into this Agreement, the Warrant Agreement, the Trust Agreement, the Registration Rights Agreement, the Warrants Purchase Agreement and the Forward Purchase Contract and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals and orders required in connection herewith and therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Trust Agreement, the Registration Rights Agreement, the Warrants Purchase Agreement and the Representative’s Forward Purchase Option Contract and as contemplated by the Registration Statement, the Statutory Sale Preliminary Prospectus and the Prospectus, except with respect to applicable foreign, federal and state securities laws laws, the rules of the New York Stock Exchange (“NYSE”) and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing M&A Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Warrant Agreement, the Registration Rights Agreement, the Escrow Agreement, the Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and the Firm Pre-Funded Warrants and the Option Pre-Funded Warrants and to carry out the provisions and conditions hereofhereof and thereof, and all consents, authorizations, approvals approvals, registrations, orders, licenses, certificates, qualifications, registrations, permits and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, body is required for the valid issuance, sale and delivery, delivery of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Registration Rights Agreement and the Representative’s Purchase Firm Pre-Funded Warrants and the Option Pre-Funded Warrants and as contemplated by the Registration Statement, the Statutory Prospectus Pricing Disclosure Package and the Prospectus, except with respect to applicable foreignfederal, federal state and state foreign securities laws laws, the rules and regulations of the Exchange and the rules and regulations promulgated by of the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Business Combination Marketing Agreement, the Business Combination Marketing Warrant Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities the Private Warrants and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Business Combination Marketing Agreement, the Business Combination Marketing Warrant Agreement, the Registration Rights Agreement and the Representative’s Purchase Option Insider Letters, and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Forward Purchase Contract, the Escrow Agreement, the Services Agreement, the Rights Business Combination Marketing Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Representative’s Purchase Option, the Escrow Agreement, the Services Agreement, the Registration Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Registration Rights Agreement, the Warrant Agreement and the Representative’s Purchase Option M&A Advisory Agreement and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Warrant Agreement, the Registration Rights Agreement, the Escrow Agreement, the Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).. EarlyBirdCapital, Inc. October 25, 2017 Page 13 of 42

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Business Combination Marketing Agreement, the Business Combination Marketing Warrant Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).. EarlyBirdCapital, Inc. _________, 2015

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription AgreementsAgreement, the Escrow Agreement, the Services Agreement, the Rights Business Combination Marketing Agreement, the Warrant Agreement, the Business Combination Marketing Rights Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).. EarlyBirdCapital, Inc. October 4, 2017

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement, the Pre-Funded Warrants and the Placement Agent's Warrant Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, registrations, orders licenses, certificates, qualifications, registrations and orders permits required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, body is required for the valid issuance, sale and delivery, delivery of the Public Securities and Representative’s Securities Securities, the Placement Agent's Securities, and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Registration Rights Agreement Pre-Funded Warrants and the Representative’s Purchase Option Placement Agent's Warrant Agreement and as contemplated by the Registration Statement, the Statutory Prospectus Disclosure Package and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by of the Exchange and Financial Industry Regulatory Authority, Inc. (“"FINRA”"), and the policies of the TSXV.

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Business Combination Marketing Agreement, the Business Combination Marketing Warrant Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).. EarlyBirdCapital, Inc. October 14, 2015

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, body is required for the valid issuance, sale and delivery, delivery of the Public Securities and Representative’s Securities, the Placement Securities, or the Additional Placement Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Rights Agreement, the Trust Agreement, the Subscription Agreements, the Escrow AgreementRepresentative’s Purchase Option, the Services Agreement, the Rights AgreementInsider Letters, the Warrant Agreement, the Business Combination Marketing Agreement, and the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. Authority (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription AgreementsAgreement, the Escrow Agreement, the Services Agreement, the Business Combination Marketing Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).. EarlyBirdCapital, Inc. June 19, 2017

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Business Combination Marketing Agreement, the Warrant Agreement, the Business Combination Marketing Rights Agreement, the Registration Rights Agreement, the Strategic Services Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).. EarlyBirdCapital, Inc. July 27, 2017

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Business Combination Marketing Agreement, the Warrant Agreement, the Business Combination Marketing Rights Agreement, the Registration Rights Agreement, the Strategic Services Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription AgreementsAgreement, the Escrow Agreement, the Services Agreement, the Rights Business Combination Marketing Agreement, the Warrant Agreement, the Business Combination Marketing Rights Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).. EarlyBirdCapital, Inc. [_____], 2017 Page 13 of 42

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Warrant Agreement, the Registration Rights Agreement, the Escrow Agreement, the Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Agreement, the Business Combination Marketing Agreement, the Warrant Agreement, the Registration Rights Agreement, the Escrow Agreement, the Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).. EarlyBirdCapital, Inc.[l], 2017Page 13 of 41

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals and orders required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, is required for the valid issuance, sale and delivery, of the Public Securities and Representative’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Warrant Business Combination Marketing Agreement, the Business Combination Marketing Warrant Agreement, the Registration Rights Agreement and the Representative’s Purchase Option and as contemplated by the Registration Statement, the Statutory Prospectus and Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by the Financial Industry Regulatory Authority, Inc. (“FINRA”).. EarlyBirdCapital, Inc. September 30, 2014 Page 13 of 45

Transactions Contemplated Herein. The Company has all corporate power and authority to enter into this Agreement Agreement, the Placement Agent’s Warrant Agreement, the Warrants and the Pre-Funded Warrants and to carry out the provisions and conditions hereof, and all consents, authorizations, approvals approvals, registrations, orders licenses, certificates, qualifications, registrations and orders permits required in connection therewith have been obtained. No consent, authorization or order of, and no filing with, any court, government agency or other body, foreign or domestic, body is required for the valid issuance, sale and delivery, delivery of the Public Securities and RepresentativeSecurities, the Placement Agent’s Securities and the consummation of the transactions and agreements contemplated by this Agreement, the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement, the Rights Agreement, the Placement Agent’s Warrant Agreement, the Business Combination Marketing Agreement, the Registration Rights Agreement Warrants and the Representative’s Purchase Option Pre-Funded Warrants and as contemplated by the Registration Statement, the Statutory Prospectus Disclosure Package and the Prospectus, except with respect to applicable foreign, federal and state securities laws and the rules and regulations promulgated by of the Exchange and Financial Industry Regulatory Authority, Inc. (“FINRA”).