Common use of Validity and Binding Effect of Agreements Clause in Contracts

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.26 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.25.3 hereof), and the Subscription Agreement (as defined in Section 2.25.2 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement (as defined in Section 2.22 2.26 hereof), the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 3.7.2 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.25.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 2.27 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement Agreements (as defined in Section 2.24.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.24.3 hereof) and the Business Combination Marketing Agreement (as defined in Section 2.24.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.21 hereof), the Trust Agreement, Agreement and the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.22 hereof2.21.1), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4), and the Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Service Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.23.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Rights Agreement (as defined in Section 2.23 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Rights Agreement (as defined in Section 2.23 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof), the Insider Letter (as defined in Section 2.23.1), the Subscription Agreement (as defined in Section 2.24.2 2.23.2 hereof) ), the Rights Agreement (as defined in Section 2.22), and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Representative’s Purchase Option, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.17.2 hereof), ) and the Subscription Placement Warrant Purchase Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.2 hereof) have been duly and validly authorized by the Company Company, and, when executed and constitute delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreement, the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.24.3 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Rights Agreement (as defined in Section 2.22 hereof2.22), the Trust Agreement, the Services Agreement Insider Letter (as defined in Section 3.7.2 hereof2.23.1), the Subscription Agreement (as defined in Section 2.24.2 2.23.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof), and the Escrow Agreement (as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.26 hereof), the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.25.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 2.27 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 3.7.2 2.23.1 hereof), the Subscription Private Placement Unit Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof)Insider Letters, the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof)Agreement, the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement, the Warrant Agreement, the Warrants Purchase Agreement, and the Sponsor Share Subscription Agreement and (as defined in Section 2.24.3 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (ia) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (iib) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iiic) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.21 hereof), the Trust Agreement, Agreement and the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcybank-ruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.21 hereof), the Trust Agreement, Agreement and the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute constitute, and the Representative's Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Placement Warrant Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.23.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof)Insider Letter, the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4), the Warrant Agreement, the Rights Agreement and the Subscription Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.3) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Service Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement Agreements (as defined in Section 2.24.2 1.3 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.25 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Rights Agreement (as defined in Section 2.22 hereof2.22), the Trust Agreement, the Services Agreement Insider Letter (as defined in Section 3.7.2 hereof2.24.1), the Subscription Agreement (as defined in Section 2.24.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.24.3 hereof) and the Escrow Agreement (as defined in Section 2.24.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4), and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 3.7.2 2.23.1 hereof), the Subscription Sponsor Units Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 3.7.2 2.23.1 hereof), the Subscription Private Placement Share Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This The execution, delivery and performance of this Agreement, the Warrant Agreement (as defined in Section 2.22 hereofhereinafter defined), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) Warrants and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) Representative’s Warrant have been duly and validly authorized by the Company Company, and, each of this Agreement, the Warrant Agreement, the Warrants and constitute the Representative’s Warrant, when executed and delivered, will constitute, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have has been duly and validly authorized by the Company and constitute constitutes the valid and binding agreements of the Company, enforceable against the Company in accordance with its terms, and the Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, exceptexcept in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.26 hereof), the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.25.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) Representative’s Purchase Option have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.3) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.26 hereof), the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.25.2 hereof) and the Registration Rights Services Agreement (as defined in Section 2.24.3 hereof2.27) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof)Business Combination Marketing Agreement, the Insider Letter, the Trust Agreement, the Administrative Services Agreement (as defined in Section 3.7.2 hereof)Agreement, the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement, the Rights Agreement and the Unit Private Placement Agreement (as defined in Section 2.24.3 hereof) collectively, the “Transaction Documents”), have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (ia) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (iib) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iiic) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreements, the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.24.3 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Subscription Agreement (as defined in Section 2.24.2 hereof) and Rights Agreement, the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Right Agreement (as defined in Section 3.7.2 2.23 hereof), the Trust Agreement, the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.24), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.22.3), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.22.4) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Rights Agreement (as defined in Section 3.7.2 hereof2.22), the Insider Letter (as defined in Section 2.24.1), the Subscription Agreement (as defined in Section 2.24.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.5) the Rights Agreement (as defined in Section 2.23) and the Purchase Agreement and (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), Representatives’ Purchase Option, the Trust Agreement, the Services Service Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.23.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), Representative’s Purchase Option, the Trust Agreement, the Services Service Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.23.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.24 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.2 hereof) have been duly and validly authorized authorized, executed and delivered by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Registration Rights Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.25.2 hereof) ), and the Registration Rights Warrant Agreement (as defined in Section 2.24.3 2.24 hereof) have been duly and validly authorized by the Company and when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement dated as of the Closing Date between the Company and VStock Transfer LLC, as Warrant Agent (as defined in Section 2.22 hereofthe “Warrant Agent”) with respect to the Warrants (the “Warrant Agreement”), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) Warrants and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) Representative’s Warrant have been duly and validly authorized by the Company Company, and, when executed and constitute delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement Agreements (as defined in Section 3.7.2 hereof2.21.3), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) , as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement (as defined in Section 2.22 2.26 hereof), the Trust AgreementInsider Letters (as defined in Section 2.25.1 hereof), the Services Registration Rights Agreement (as defined in Section 3.7.2 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.25.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 2.27 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.22), the Trust Agreement, the Services Private Placement Agreement (as defined in Section 3.7.2 2.23.2 hereof), the Subscription Agreement Insider Letter (as defined in Section 2.24.2 hereof) 2.23.1), and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.26 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.25.3 hereof), and the Subscription Agreements (as defined in Section 2.25.2 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof)Agreement, the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.23.6 hereof), the Private Units Subscription Agreement (as defined in Section 2.24.2 2.23.2 hereof), the Escrow Agreement (as defined in Section 2.23.3 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Rights Agreement (as defined in Section 2.22 2.23 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.24.3 2.24.4 hereof) and the Business Combination Marketing Agreement (as defined in Section 2.24.5 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Placement Unit Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement Agreements (as defined in Section 2.24.2 hereof), the Rights Agreement (as defined in Section 2.23) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.22.4) and the Subscription Agreements (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered by the parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Private Units Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 3.7.2 2.23.1 hereof), the Subscription Private Placement Units Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.22.4) and the Subscription Agreements (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Registration Rights Agreement (as defined in Section 2.21.3), the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof2.21.4) and the Registration Rights Purchase Agreement (as defined in Section 2.24.3 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), Representative's Purchase Option, the Trust Agreement, the Services Service Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.23.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, Agreement and the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereofhereinafter defined) have been duly and validly authorized by the Company and constitute constitute, and the Representative's Purchase Option, the Financial Advisory Agreement and the Merger and Acquisition Agreement have been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Rights Agreement (as defined in Section 2.24.2 hereof2.23) and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Escrow Agreement (as defined in Section 2.24.3 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.24.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.3), and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), . the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Subscription Agreement (as defined in Section 2.24.2 hereof) and . the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Share Transfer Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) 2.21.5), the Subscription Agreement and the Underwriter’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Rights Agreement (as defined in Section 2.22 2.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 1.1.2 hereof), the Registration Rights Agreement (as defined in Section 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.25.2 hereof) ), and the Registration Rights Services Agreement (as defined in Section 2.24.3 3.7.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Escrow Agreement, Selling Agent’s Warrant Agreement and Subscription Agreements (as defined in Section 2.22 hereof)collectively, the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof“Transaction Documents”) have been duly and validly authorized by the Company, and, when executed and delivered by the Company and constitute to the Selling Agent, Escrow Agent or Purchasers, as the case may be, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor therefore may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement Agreements (as defined in Section 2.24.2 hereof), the Escrow Agreement (as defined in Section 2.24.3 hereof) and the Registration and Stockholder Rights Agreement (as defined in Section 2.24.3 2.24.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Right Agreement (as defined in Section 2.22 2.23 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof)Agreement, the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.4) and the Warrants Purchase Agreements have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Represenative’s Purchase Option, the Rights Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Subscription Agreement (as defined in Section 2.23.2 hereof), the Services Agreement (as defined in Section 3.7.2 3.5.3 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Subscription Agreements (as defined in Section 2.23.2 hereof), the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 3.7.2.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.21 hereof), the Trust Agreement, the Subscription Agreement, the Escrow Agreement (as defined in Section 2.22.3 hereof), the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.22.5 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) Incentive Warrants have been duly and validly authorized authorized, executed and delivered by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have has been duly and validly authorized by the Company and constitute constitutes the valid and binding agreements of the Company, enforceable against the Company in accordance with its terms, and the Warrant Agreement, the Warrants and the Representative’s Warrant Agreement have been duly and validly authorized by the Company, and when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, exceptexcept in each case: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and Agreement, the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) and the Escrow Agreement (as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.21 hereof), the Trust Agreement, the Administrative Services Agreement (as defined in Section 3.7.2 hereof)Agreement, the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.22.5) and the Subscription Agreement (as defined in Section 2.22.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Subscription Agreements (as defined in Section 2.24.2 hereof), the Escrow Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 2.24.3 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.24.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Insider Letter (as defined in Section 2.23.1), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Rights Agreement (as defined in Section 2.22 hereof2.22), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) and the Escrow Agreement (as defined in Section 2.23.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Business Combination Marketing Agreement (as defined in Section 2.22 hereof2.26 below), the Trust Agreement, the Services Warrant Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Amended and Restated Unit Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.31) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof)Trust Agreement, the Trust AgreementPrivate Placement Units Purchase Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Subscription Warrant Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement (as defined in Section 2.22 2.22.2 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 2.22.5 hereof), the Subscription Escrow Agreement (as defined in Section 2.24.2 hereof2.22.3) and the Registration Rights Agreement (as defined in Section 2.24.3 2.22.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement Agreements (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This AgreementAgreement has been duly and validly authorized by the Company, and this Agreement and the Warrant Agreement (as defined in Section 2.22 hereof)hereinafter defined) constitute, and the Trust Financial Consulting Agreement when executed and delivered pursuant to this Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute constitute, or when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Warrants Agreement (as defined in Section 2.24.2 hereof2.22), the Rights Agreement (as defined in Section 2.23) and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.4 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 2.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.8.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 2.22.4 hereof) have been duly and validly authorized by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal Federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and Agreement, the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.23.3hereof) and the Escrow Agreement (as defined in Section 2.23.4hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.3) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (iii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iiii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Underwriter’s Option (as defined in Paragraph 1(b) hereof), the Trust Agreement (as defined in Section 2.22 Paragraph 2(y) hereof), and the Trust Agreement, the Services Escrow Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereofParagraph 2(w)(ii) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof) have been duly and validly authorized by the Company and constitute when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), hereinafter defined) and the Trust Agreement, the Services Advisory Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereofhereinafter defined) have been duly and validly authorized by the Company and constitute constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Placement Unit Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized authorized, executed and delivered by the Company and constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Rights Agreement (as defined in Section 2.22 hereof2.22), the Trust Agreement, the Services Agreement Insider Letters (as defined in Section 3.7.2 hereof2.23.1), the Subscription Agreement Agreements (as defined in Section 2.24.2 2.23.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) ), and the Services Agreement (as defined in Section 3.5.2 hereof), have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses defences and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof)Agreement, the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.3),, the Purchase Agreement, and the Services Agreement (as defined in Section 2.24) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 3.7.2 2.23.1 hereof), the Subscription Private Placement Units Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) ), and the Registration Rights Agreement (as defined in Section 2.24.3 2.23.3 hereof) have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization reorganization, or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Administrative Services Agreement (as defined in Section 3.7.2 hereof)Agreement, the Subscription Agreement (as defined in Section 2.24.2 hereof) and Underwriter’s Purchase Option, the Registration Rights Agreement (as defined in Section 2.24.3 2.23.5) and the Subscription Agreement (as defined in Section 2.23.2 hereof) have been duly and validly authorized by the Company and, when executed and delivered will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Placement Unit Purchase Agreement (as defined in Section 2.24.2 2.23.2 hereof) and ), the Registration Rights Escrow Agreement (as defined in Section 2.24.3 2.23.3 hereof) and the Incentive Warrants have been duly and validly authorized by the Company and constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.22 hereof2.23), the Trust Agreement, the Services Agreement (as defined in Section 3.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.3 hereof2.21.3) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.