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 Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as 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) 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 Administrative Support 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 2.21.42.25.3 hereof), and the Purchase Subscription Agreement (as defined in Section 2.21.22.25.2 hereof), and collectively, the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, 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 Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4below), and the Private Placement Units Purchase Agreement, the Services Agreement (as defined in Section 2.21.2below) and the business combination marketing agreement, between the Company and collectivelyX. Xxxxx Securities, Inc. (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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below). , the Trust Warrant Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.25 hereof). , the Trust Agreement, the Administrative Support 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 2.21.42.26.3 hereof), and the Purchase Subscription Agreement (as defined in Section 2.21.22.26.2 hereof), and collectively, the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, 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 2.232.22 hereof). the Trust Agreement, the Administrative Support Rights Agreement (as defined in Section 2.21.32.23 hereof), the Trust Agreement, the Subscription Agreements (as defined in Section 2.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.4 hereof) and the Purchase Business Combination Marketing Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 2.232.24.6 below). the Trust Agreement, the Administrative Support Business Combination Marketing Agreement (as defined in Section 2.21.32.26 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.24 hereof). , the Trust Agreement, the Administrative Support 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 2.21.42.25.3 hereof), and the Purchase Subscription Agreement (as defined in Section 2.21.22.25.2 hereof), and collectively, the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, 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 Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement Agreements (as 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Services Agreement (as defined in Section 2.232.24.6 below). , the Trust Rights Agreement, the Administrative Support Warrant Agreement, the 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). the Trust Agreement, the Administrative Support Right Agreement (as defined in Section 2.21.32.25 hereof), the Trust Agreement, the Letter Agreement (as defined in Section 2.23.1 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). the Trust Agreement, the Administrative Support Right Agreement (as defined in Section 2.21.32.25 hereof), the Trust Agreement, the Letter Agreement (as defined in Section 2.23.1 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.21 hereof). , the Trust Agreement, the Administrative Support 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 2.21.4), 2.22.3 hereof) and the Representative’s Purchase Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Agreements (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Purchase Agreement (as defined in Section 2.21.2, and collectivelycollectively 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 Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) 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 The execution, delivery and performance of this Agreement, the Warrant Agreement (as defined in Section 2.23). Plan of Conversion, the Trust Merger Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), Representative’s Warrant and the Purchase Representative’s Warrant Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”) 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Services Agreement (as defined in Section 2.232.24.6 below). , the Trust Warrant Agreement, the Administrative Support Escrow Agreement (as defined in Section 2.21.32.24.7), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Business Combination Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement Insider Letter (as defined in Section 2.21.2, 2.21.1) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement Agreements (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Purchase Agreement (as defined in Section 2.21.2, and collectivelycollectively 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 Investment Management Trust Agreement, the Subscription Agreement, the Administrative Services Agreement (as defined in Section 2.232.24.6 below). , the Trust Warrant Agreement, the Administrative Support Stock 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support 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 Agreement (as 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) 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). , the Trust Agreement, the Administrative Support 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 Agreement (as 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) 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 Business Combination Marketing Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Subscription Agreement (as defined in Section 2.21.32.24.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.3 hereof) and the Purchase Rights Agreement (as defined in Section 2.21.2, and collectively, the “Transaction Documents”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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Business Combination Marketing Agreement, the Insider Letter, the Trust Agreement, the CFO Agreement (as defined in Section 2.232.21.4 below). the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3)Rights Agreement, the Registration Rights Agreement, the Warrants Agreement and the Warrant Private Placement Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iiic) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). Agreement, the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4below), the Private Placement Units Purchase Agreement, the Sponsor Loan Note, the Forward Purchase Contract and the Purchase Agreement business combination marketing agreement, between the Company and Cantor Fxxxxxxxxx & Co. (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support 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 2.21.4), 2.23.3 hereof) and the Purchase Escrow Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Advisory Agreement (as defined in Section 2.21.2, 2.37) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Warrant Agreement (as defined in Section 2.21.2, 2.23.1) and the Private Placement Unit Purchase Agreement (collectively, 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) 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 Trust Agreement, the Warrant Purchase Agreement, the Services Agreement (as defined in Section 2.232.24.6 below). the Trust Agreement, the Administrative Support Business Combination Marketing Agreement (as defined in Section 2.21.32.26 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Escrow Agreement (as defined in Section 2.232.24.3 hereof). the Trust Agreement, the Administrative Support M&A Agreement (as defined in Section 2.21.32.33), the Registration Rights Agreement (as defined in Section 2.21.4), 2.24.7) and the Representative’s Purchase Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below). , the Trust Warrant Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.32.21.4), the Registration Rights Agreement (as defined in Section 2.21.4), 2.21.5) and the Purchase Agreement Agreements and (as defined in Section 2.21.2, and collectivelycollectively 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, 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 Services Agreement (as defined in Section 2.233.5.2 hereof). the Trust Agreement, the Administrative Support Insider Letter (as defined in Section 2.23.1), the Subscription Agreement (as defined in Section 2.21.32.23.2 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) 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 2.232.22 hereof). , the Trust Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). Business Combination Marketing Agreement, the Insider Letters, the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3)Services 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iiic) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). the Trust Agreement, the Administrative Support Right Agreement (as defined in Section 2.21.32.25 hereof), the Trust Agreement, the Letter Agreement (as defined in Section 2.23.1 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as 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) 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). , the Trust Agreement, the Administrative Support 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 Advisory Agreement (as defined in Section 2.21.2, 2.38) and the Purchase Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the 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 2.232.22 hereof). , the Right Agreement (as defined in Section2.25 hereof), the Trust Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), and the Placement Warrant Purchase Agreement (as defined in Section 2.21.2, and collectively2.23.2 hereof), the “Transaction Documents”Escrow Agreement (as defined in Section 2.23.4 hereof) and the 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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 2.232.25 hereof). , the Trust Agreement, the Administrative Support 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 2.21.42.26.3 hereof), and the Purchase Subscription Agreement (as defined in Section 2.21.22.26.2 hereof), and collectively, the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, 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 2.232.22 hereof). the Trust Agreement, the Administrative Support Rights Agreement (as defined in Section 2.21.32.25 hereof), the Trust Agreement, the Letter Agreement (as defined in Section 2.23.1 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 2.232.24.6 below). the Trust Agreement, the Administrative Support Business Combination Marketing Agreement (as defined in Section 2.21.32.26 below), the Warrant Agreement, the Rights Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. EarlyBirdCapital, Inc. , 2020

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 Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement Subscription Agreements (as 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) 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 2.232.22 hereof). , the Trust Agreement, the Administrative Support 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), and the Purchase Stock Escrow Agreement (as defined in Section 2.21.2, 2.23.3 hereof) and collectively, the “Transaction Documents”Warrant Escrow Agreement (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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Rights Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement Subscription Agreements (as 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below). , the Trust Warrant Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. EarlyBirdCapital, Inc.__________, 2021Page 12 of 41

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 Support 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)2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.232.22 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), and the Placement Unit Purchase Agreement (as defined in Section 2.21.2, and collectively2.23.2 hereof), the “Transaction Documents”) Escrow Agreement (as defined in Section 2.23.4 hereof), the Incentive Warrants and the 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), ) and the Purchase Agreement Agreements (as defined in Section 2.21.2, and collectivelycollectively 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 Administrative Support Services 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), and the Placement Unit Purchase Agreement (as defined in Section 2.21.2, 2.23.2 hereof) and collectively, the “Transaction Documents”Escrow Agreement (as defined in Section 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. Maxim Group LLC ________________, 2006

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 Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Warrant Agreement (as defined in Section 2.21.2, 2.23) and the Sponsor Unit Purchase Agreement (collectively, 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) 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 Administrative Support 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 2.21.4), 2.22.3 hereof) and the Representative’s Purchase Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.232.21.1). , the Trust Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) 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 2.232.22 hereof). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.33.7.2 hereof), the Registration Rights Agreement (as defined in Section 2.21.4), and the Placement Unit Purchase Agreement (as defined in Section 2.21.2, and collectively2.23.2 hereof), the “Transaction Documents”) Escrow Agreement (as defined in Section 2.23.4 hereof), the Incentive Warrants and the 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.23). , the Trust Agreement, the Administrative Support Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Subscription Agreement, the Sponsor Convertible Note and the Forward Purchase Agreement Agreements (as 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) 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 Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4),, and the Purchase Rights Agreement (as defined in Section 2.21.22.24), and the Sponsor Unit Purchase Agreement (collectively, 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) 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 Administrative Support Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Warrant Agreement (as defined in Section 2.21.2, 2.23) and the Sponsor Warrant Purchase Agreement (collectively, 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) 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 Services Agreement (as defined in Section 2.232.24.6 below). the Trust Agreement, the Administrative Support Business Combination Marketing Agreement (as defined in Section 2.21.32.26 below), the Warrant Agreement, the Rights Agreement and the Registration Rights Agreement (as defined in Section 2.21.4), and the Purchase Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.232.26 below). , the Trust Warrant Agreement, the Administrative Support 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 Agreement (as defined in Section 2.21.2, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. 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 Administrative Support Services Agreement (as defined in Section 2.21.3), 3.7.2) and the Registration Rights Escrow Agreement (as defined in Section 2.21.4)2.22.2) have been duly and validly authorized by the Company and constitute, and the Representative's Purchase Agreement (as defined in Section 2.21.2Option, and collectively, 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) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.