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 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) 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 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 2.23), . the Trust Agreement, the Services Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), and the Purchase Agreements Agreement (collectively with this Agreementas defined in Section 2.21.2, and 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (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 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 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Rights Agreement (as defined in Section 2.27 hereof) the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Representative’s Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement, the Trust Agreement, the Registration Rights Agreement (as defined in Section 2.23below), the Trust Private Placement Units Purchase Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4below) and the Purchase Agreements business combination marketing agreement, between the Company and X. Xxxxx Securities, Inc. (collectively with this Agreement, the “Transaction DocumentsBusiness Combination Marketing 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Rights Agreement (as defined in Section 2.22), the Registration Rights Agreement (as defined in Section 2.21.42.23.3 hereof) and the Purchase Agreements Escrow Agreement (collectively with this Agreement, the “Transaction Documents”as defined in Section 2.23.4 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.42.21.5) and the Purchase Agreements 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 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 2.232.26 below), the Trust Warrant Agreement, the Services Escrow Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.22.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.4), the Insider Letter (as defined in Section 2.22.1) 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 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 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.24.3 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.25 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.31.1.2 hereof), the Rights Agreement (as defined in Section 2.24 hereof) the Registration Rights Agreement (as defined in Section 2.21.4) 2.26.3 hereof), the Subscription Agreement (as defined in Section 2.26.2 hereof), and the Representative’s Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1), the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and 2.24), the Private Placement Units Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Rights Agreement (as defined in Section 2.23 hereof), the Trust Agreement, the Services Agreement Subscription Agreements (as defined in Section 2.21.32.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.4 hereof) and the Purchase Agreements Business Combination Marketing Agreement (collectively with this Agreement, the “Transaction Documents”as defined in Section 2.24.5 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Purchase Agreements Warrant Agreement (collectively with this Agreement, the “Transaction Documents”as defined in Section 2.24 hereof) have been duly and validly authorized by the Company and, and when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.4) 2.26 below), the Warrant Agreement and the Purchase Agreements Registration Rights Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.20 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 3.7.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.21.42.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have Option has been duly and validly authorized by the Company and, when executed and delivered, will constitute 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 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 2.232.23 hereof), the Trust Agreement, the Services Administrative Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof) and the Purchase Agreements Escrow Agreement (collectively with this Agreement, the “Transaction Documents”) as defined in Section 2.24.4 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.4) 2.26 below), the Warrant Agreement and the Purchase Agreements Registration Rights Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This AgreementThe execution, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) delivery and the Purchase Agreements (collectively with performance of this Agreement, the “Transaction Documents”) Plan of Conversion, the Merger Agreement, the Representative’s Warrant and the Representative’s Warrant Agreement have been duly and validly authorized by the Company Company, and, this Agreement, the Plan of Conversion and Merger Agreement, constitute, and the Representative’s Warrant and the Representative’s Warrant Agreement, when executed and delivered, will constitute constitute, the valid and binding agreements of the Company, in each case, 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Right Agreement (as defined in Section 2.25 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Private Placement Warrant Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.23.3 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.24.7), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Business Combination Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Insider Letter (as defined in Section 2.21.1), the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (collectively with this Agreementcollectively, 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 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 2.232.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.22.3 hereof) and the Representative’s Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered, will constitute 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 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 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement, the Rights Agreement (as defined in Section 2.21.4) 2.24), and the Sponsor Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Agreements (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (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 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 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Insider Letter (as defined in Section 2.21.1) and the Purchase Agreements (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Right Agreement (as defined in Section 2.25 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Private Placement Unit Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.23.3 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Rights Agreement (as defined in Section 2.27 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and the Representative’s Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Investment Management Trust Agreement, the Subscription Agreement, the Administrative Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Warrant Agreement, the Stock Escrow Agreement (as defined in Section 2.21.42.24.7) and the Purchase Agreements Registration Rights Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), . the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), and the Purchase Agreements (collectively with this Agreementas defined in Section 2.21.2, and 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Agreement, the Warrant Agreement, the Escrow Agreement (as defined in Section 2.21.42.24.7) and the Purchase Agreements Registration Rights Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Subscription Agreements (as defined in Section 2.23.2 hereof), the Escrow Agreement (as defined in Section 2.23.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.23.4 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) 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.

Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement Agreements (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (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 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 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (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 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 Escrow Agreement (as defined in Section 2.232.24.3 hereof), the Trust Agreement, the Services M&A Agreement (as defined in Section 2.21.32.33), the Registration Rights Agreement (as defined in Section 2.21.42.24.7) and the Representative’s Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement, the Rights Agreement (as defined in Section 2.21.4) 2.24), and the Sponsor Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Subscription Agreement (as defined in Section 2.23.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.23.3 hereof) and the Purchase Agreements Escrow Agreement (collectively with this Agreement, the “Transaction Documents”as defined in Section 2.23.4 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (as defined in Section 2.21.2) (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 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 2.232.26 below), the Trust Warrant Agreement, the Services Agreement (as defined in Section 2.21.3), 2.24.6 below) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Insider Letter (as defined in Section 2.21.1) and the Purchase Agreements Agreement (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.25.3 hereof), the Business Combination Marketing Agreement (as defined in Section 2.27 hereof) and the Purchase Agreements Subscription Agreement (collectively with this Agreement, the “Transaction Documents”as defined in Section 2.25.2 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Subscription Agreement (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof) and the Purchase Agreements Escrow Agreement (collectively with this Agreement, the “Transaction Documents”) as defined in Section 2.24.4 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.5.2 hereof), the Insider Letter (as defined in Section 2.23.1), the Subscription Agreement (as defined in Section 2.23.2 hereof), the Rights Agreement (as defined in Section 2.22), the Warrant Agreement ( as defined in Section 2.22) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.23.3 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement Agreements (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Business Combination Marketing Agreement (as defined in Section 2.23), the Trust Agreement, the Services Warrant Agreement (as defined in Section 2.21.32.22 hereof), the Trust Agreement, the Subscription Agreement (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.24.3 hereof) and the Purchase Agreements Rights Agreement (collectively with this Agreement, the “Transaction Documents”as defined in Section 2.26 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) 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.

Validity and Binding Effect of Agreements. This The execution, delivery and performance of this Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3)Warrants, the Registration Rights Representative’s Warrant Agreement (as defined in Section 2.21.4) and the Purchase Agreements transactions and agreements contemplated herein and therein (collectively with this Agreement, the “Transaction Documents”) ), have been duly and validly authorized by the Company Company, and, when executed and delivered, and assuming due execution and delivery by the other parties thereto, will constitute 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Business Combination Marketing Agreement, the Insider Letter, the Trust Agreement, the CFO Agreement (as defined in Section 2.232.21.4 below), the Trust Rights Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement, the Warrants Agreement and the Warrant Private Placement Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreementcollectively, the “Transaction Documents”) ), have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws 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 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Advisory Agreement (as defined in Section 2.37) and the Purchase Agreements Agreement (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.22.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.4), the Advisory Agreement (as defined in Section 2.38) and the Purchase Agreements (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Insider Letter, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), the Rights Agreement and the Private Placement Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Business Combination Marketing Agreement, the Insider Letters, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3)Agreement, the Registration Rights Agreement, the Rights Agreement, the Warrant Agreement, the Subscription Agreement, the Founder Share Subscription Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws 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 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.24.5 hereof), the Subscription Agreements (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 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.24.4 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), . the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), and the Purchase Agreements Agreement (collectively with this Agreementas defined in Section 2.21.2, and 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23.1) and the Private Placement Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (collectively with this Agreementcollectively, 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 as to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.22.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.4), the Insider Letter (as defined in Section 2.22.1) and the Purchase Agreements Agreement (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust Warrant Purchase Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.4) 2.26 below), the Warrant Agreement and the Purchase Agreements Registration Rights Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), the Subscription Agreement and the Forward Purchase Agreements Agreement (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration and Stockholder Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements Agreement (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Subscription Agreements (as defined in Section 2.24.2 hereof), the Services Agreement (as defined in Section 2.21.32.24.5 hereof), the Escrow Agreement (as defined in Section 2.24.3 hereof) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.24.4 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Right Agreement (as defined in Section 2.25 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Private Placement Share Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.23.3 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement, the Rights Agreement (as defined in Section 2.21.42.24) and the Sponsor Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Warrants Purchase Agreements (as defined in Section 2.23.2 hereof), the Services Agreement (as defined in Section 2.21.32.23.5 hereof), the Escrow Agreement (as defined in Section 2.23.3) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.23.3 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Warrant Agreement, the Escrow Agreement (as defined in Section 2.21.42.24.7) and the Purchase Agreements Registration Rights Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1), the Trust Agreement, the Services Registration Rights Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) 2.24), and the Sponsor Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.22.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.4) and the Purchase Agreements Agreement (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 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 2.23)Agreement, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and below), the Private Placement Units Purchase Agreements (collectively with this Agreement, the Sponsor Loan Note, the Forward Purchase Contract and the business combination marketing agreement, between the Company and Cantor Fxxxxxxxxx & Co. (the “Transaction DocumentsBusiness Combination Marketing 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Representative’s Warrant Agreement, the Warrants and the Warrant Agreement and the acquisition agreements relating to each of the Acquisition Entities (as defined in Section 2.23)above) (the “Acquisition Documents”) (each, the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) a “Transaction Document” and the Purchase Agreements (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company Company, and, when executed and delivered, will constitute 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.25.3 hereof), and the Purchase Agreements Subscription Agreement (collectively with this Agreement, the “Transaction Documents”as defined in Section 2.25.2 hereof) have been duly and validly authorized by the Company and, and when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.26 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.25.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof) , and the Purchase Agreements Rights Agreement (collectively with this Agreement, the “Transaction Documents”as defined in Section 2.27 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below), the Trust Warrant Agreement, the Services Escrow Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.. EarlyBirdCapital, Inc.__________, 2021Page 12 of 41

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.25 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.31.1.2 hereof), the Rights Agreement (as defined in Section 2.24 hereof), the Registration Rights Agreement (as defined in Section 2.21.4) 2.26.3 hereof), the Subscription Agreement (as defined in Section 2.26.2 hereof), and the Representative’s Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.4) 2.26 below), the Warrant Agreement, the Rights Agreement and the Purchase Agreements Registration Rights Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and ), the Purchase Agreements and the OTM Warrants Agreement (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.22.3 hereof) and the Representative’s Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) Option have been duly and validly authorized by the Company and, when executed and delivered, will constitute 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust AgreementSubscription Agreements, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Business Combination Marketing Agreement (as defined in Section 2.21.4) 2.26 below), the Warrant Agreement, the Rights Agreement and the Purchase Agreements Registration Rights Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.. , 2020

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and 2.21.5), the Purchase Agreements and the OTM Warrants Agreement (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Right Agreement (as defined in Section2.25 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Private Placement Unit Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.23.3 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Rights Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), and the Purchase Subscription Agreements (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), the Rights Agreement and the Sponsor Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24), the Trust Agreement, the Services Agreement (as defined in Section 2.21.32.22.3), the Registration Rights Agreement (as defined in Section 2.21.42.22.4) and the Purchase Agreements (collectively with this Agreementcollectively, 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 as to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3)Registration Rights Agreement, the Registration Rights Agreement (as defined in Section 2.21.4) 2.24), and the Sponsor Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Placement Unit Purchase Agreement (as defined in Section 2.21.4) 2.23.2 hereof), the Escrow Agreement (as defined in Section 2.23.4 hereof), the Incentive Warrants and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) Convertible Loans 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 and as a matter of public policy; 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 2.232.22 hereof), the Trust Agreement, the Services Service Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Subscription Agreement (as defined in Section 2.21.42.23.2 hereof), the Stock Escrow Agreement (as defined in Section 2.23.3 hereof) and the Purchase Agreements Warrant Escrow Agreement (collectively with this Agreement, the “Transaction Documents”as defined in Section 2.23.4 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below), the Trust Warrant Agreement, the Services Escrow Agreement (as defined in Section 2.21.3), 2.24.7) and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.. EarlyBirdCapital, Inc.February 10, 2021Page 12 of 41

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 3.7.2) and the Registration Rights Escrow Agreement (as defined in Section 2.21.42.22.2) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Agreements (collectively with this AgreementOption, the “Transaction Documents”) have has been duly and validly authorized by the Company and, when executed and delivered, will constitute 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 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 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Placement Warrant Purchase Agreement (as defined in Section 2.21.42.23.2 hereof), the Escrow Agreement (as defined in Section 2.23.4 hereof) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) Convertible Loans 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 and as a matter of public policy; 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 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreementcollectively, 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 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 Letters (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.23) and the Sponsor Warrant Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), Rights Agreement (as defined in Section 2.25 hereof), the Trust Agreement, the Services Letter Agreement (as defined in Section 2.21.32.23.1 hereof), the Sponsor Units Purchase Agreement (as defined in Section 2.23.2 hereof), and the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.23.3 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), 3.7.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”2.22.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.33.7.3 hereof), the Registration Rights Agreement (as defined in Section 2.21.42.22.4) and the Purchase Agreements Subscription Agreement (collectively with this Agreement, the “Transaction Documents”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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Investment Management Trust Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Administrative Services Agreement (as defined in Section 2.21.3), 3.7.2 hereof) and the Registration Rights Escrow Agreement (as defined in Section 2.21.42.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have Option has been duly and validly authorized by the Company and, when executed and delivered, will constitute 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 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 Letters (as defined in Section 2.232.21.1), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ),, the Rights Agreement (as defined in Section 2.24), and the Sponsor Unit Purchase Agreements Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivereddelivered 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) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Escrow Agreement (as defined in Section 2.21.42.22.2 hereof), the Warrant Placement Agreement (as defined in Section 2.22.3 hereof) and the Representative's Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) 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) 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23)Trust Agreement, the Trust Subscription Agreement, the Services Agreement (as defined in Section 2.21.32.24.6 below), the Registration Rights Warrant Agreement, the Escrow Agreement (as defined in Section 2.21.42.24.7) and the Purchase Agreements Registration Rights Agreement (collectively with this Agreementcollectively, the “Transaction Documents”) )] have been duly and validly authorized by the Company and, when executed and delivereddelivered 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: (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.

Validity and Binding Effect of Agreements. This Agreement, the Rights Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) ), and the Purchase Subscription Agreements (collectively with this Agreementcollectively, 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 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.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof), the Trust Agreement, the Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Placement Unit Purchase Agreement (as defined in Section 2.21.4) 2.23.2 hereof), the Escrow Agreement (as defined in Section 2.23.4 hereof), the Incentive Warrants and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) Convertible Loans 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.