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

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription AgreementsAgreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 3.7.2 hereof2.25.5), the Underwriter’s Purchase Option, the Escrow Agreement (as defined in Section 2.22.2 2.25.3 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.25.7) and the Plan (as defined in Section 3.31) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company, will constitute, the constitute 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 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Warrant Purchase Agreement (as defined in Section 2.22.4 2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.24.7), the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase OptionOption (collectively, has 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 constitute 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 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Warrant Purchase Agreement (as defined in Section 2.22.4 2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s 's Purchase 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 (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Insider Letters (as defined in Section 2.24.10 below), the Business Combination Marketing Agreement (as defined in Section 3.7.2 hereof2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.6) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24.5) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 2.21 2.22 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 3.5.2 hereof), the Escrow Rights Agreement (as defined in Section 2.22.2 2.23), the Subscription Agreements (as defined in Section 2.24.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 2.24.3 hereof), the Business Combination Marketing Agreement (as defined in Section 2.33) and the Escrow Agreement (as defined in Section 2.24.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription AgreementsAgreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 3.7.2 hereof2.25.5), the Escrow Representative’s Purchase Option, the Plan (as defined in Section 3.31), the M&A Agreement (as defined in Section 2.22.2 hereof2.34) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.25.7) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, delivered by the Company and will constitute, the constitute 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 Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription AgreementsRights Agreement (as defined in Section 2.23), the Services Agreement (as defined in Section 3.7.2 hereof3.5.2), the Escrow Insider Letter (as defined in Section 2.25.1), the Subscription Agreement (as defined in Section 2.22.2 2.25.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) and the Escrow Agreement (as defined in Section 2.25.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), 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 2.21 hereof2.23.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.23.2) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.21.6), the Registration Rights Warrant Agreement (as defined in Section 2.22.4 hereof2.23) and the Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), 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 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Sponsor Loan Note (as defined in Section 2.21.6) and the Purchase Agreement (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Rights Agreement (as defined in Section 2.23), the Sponsor Unit Purchase Agreement, Representative Unit Purchase Agreement and the UPO (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

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

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Credit Facility Agreement (as defined in Section 3.7.4 hereof), the Founding Director Warrant Purchase Agreement (as defined in Section 3.7.5 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal Federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.20 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.21.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Co-Representatives' Purchase Option, Option has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 2.26 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) have been duly and validly authorized by ), the Company and constituteAdministrative Services Agreement (as defined in Section 3.7.3 hereof), the Subscription Agreement (as defined in Section 2.25.2 hereof), and any other agreements filed as an exhibit to the Representative’s Purchase Option, has Registration Statement 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 constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letter (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Warrants Agreement (as defined in Section 2.23), the Rights Agreement (as defined in Section 2.24) and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription AgreementsInsider Letter (as defined in Section 2.21.1), the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by 2.21.4), the Company and constituteFounder Share Purchase Agreement (as defined in Section 2.21.6), and the Representative’s Purchase OptionAgreement (collectively, has the “Transaction Documents”) 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 federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

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

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7), the Forward Purchase Agreement (as defined in Section 2.28) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 2.21 2.20 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 2.21.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.21.3 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s 's Purchase Option, Option has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Support Agreement (as defined in Section 3.7.2 hereof2.24.5 below), the Escrow Business Combination Marketing Agreement (as defined in Section 2.22.2 hereof) 2.24.8 below), the Warrant Agreement and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by 2.24.4), the Company and constituteInsider Letters (as defined in Section 2.24.1 below), and the Representative’s Purchase OptionPrivate Warrant Agreement (collectively, has 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 constitute 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 Insider Letters (as defined in Section 2.21.1), 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 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24) and the Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), 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 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24) and the Private Placement Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 3.5.2), the Insider Letter (as defined in Section 2.25.1), the Subscription Agreements (as defined in Section 2.25.2 hereof), the Escrow Rights Agreement (as defined in Section 2.22.2 hereof) and 2.22), the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) and the Escrow Agreement (as defined in Section 2.25.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Forward Purchase Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 2.21 hereof), the Trust Agreement, the Subscription Purchase Agreements, the Business Combination Marketing Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6), the Accounting Services Agreement (as defined in Section 2.24.8), the Rights Agreement (as defined in Section 2.27), the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 Rights Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof3.5.2), the Escrow Insider Letter (as defined in Section 2.24.1), the Founder Shares Subscription Agreement (as defined in Section 2.22.2 1.5.1), the Placement Units Subscription Agreement (as defined in Section 2.24.2 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 2.24.4 hereof) and the Escrow Agreement (as defined in Section 2.24.5 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, Letter Agreement (as defined in Section 2.21.1) the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement Insider Letter (as defined in Section 2.22.2 hereof2.21.1) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 Insider Letters (as defined in Section 2.21.1), 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), the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust AgreementWarrant Purchase Agreement (collectively, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof“Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6), the Business Combination Marketing Agreement (as defined in Section 2.27), the Rights Agreement (as defined in Section 2.26), the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.27) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.21 hereof2.27 below), the Trust Agreement, the Subscription Agreements, the Services Registration Rights Agreement (as defined in Section 3.7.2 hereof2.24.5 below), the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.24.6 below), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.28) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has 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 constitute 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 Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 3.5.2), the Insider Letters (as defined in Section 2.25.1), the Subscription Agreements (as defined in Section 2.25.2 hereof), the Escrow Rights Agreement (as defined in Section 2.22.2 hereof) and 2.22), the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) and the Escrow Agreement (as defined in Section 2.25.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription AgreementsInsider Letter (as defined in Section 2.21.1), the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) Registration and the Registration Stockholder Rights Agreement (as defined in Section 2.22.4 hereof2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.3), the Purchase Agreement (as defined in Section 2.21.2) and the Forward Purchase Agreement (as defined in Section 2.21.5) (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7), the Advisory Agreement (as defined in Section 2.24.8) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 Insider Letters (as defined in Section 2.21.1), 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 2.21 hereof2.23), the Trust AgreementSponsor Unit Purchase Agreement and the Underwriter Unit Purchase Agreement (collectively, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof“Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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 except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription AgreementsRights Agreement (as defined in Section 2.24), the Representative’s Unit Purchase Option, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Insider Letter (as defined in Section 2.21.1) and the Subscription Agreements (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 reorganization, or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreement, the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.21 hereof2.27 below), the Trust Agreement, the Subscription Agreements, the Services Registration Rights Agreement (as defined in Section 3.7.2 hereof2.24.5 below), the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.24.6 below), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.28) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has 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 constitute 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.. EarlyBirdCapital, Inc.[l], 2017Page 12 of 41

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof3.5.2), the Escrow Insider Letter (as defined in Section 2.25.1), the Subscription Agreement (as defined in Section 2.22.2 2.25.2 hereof) and ), the Rights Agreement (as defined in Section 2.22), the Registration Rights Agreement (as defined in Section 2.22.4 2.25.3 hereof) and the Escrow Agreement (as defined in Section 2.25.4 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1) the Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Forward Purchase Agreement (as defined in Section 2.21.5)and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription AgreementsAgreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement, the Rights Agreement (as defined in Section 2.28 below), the Escrow Agreement (as defined in Section 2.22.2 hereof2.24.7) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Forward Purchase Contract, the Escrow Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.24.7 below), the Escrow Business Combination Marketing Agreement (as defined in Section 2.22.2 hereof) and 2.27 below), the Warrant Agreement (as defined in Section 2.28 below), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24.6) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has 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 constitute 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 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Rights Agreement (as defined in Section 2.23), the Contingent Rights Agreement, the Representative Unit Purchase Agreement and the Sponsor Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

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

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement Agreements (as defined in Section 3.7.2 2.24.2 hereof), the Representative’s Purchase Option, the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.24.6, the Business Combination Marketing Agreement (as defined in Section 2.26 hereof), the Rights Agreement (as defined in Section 2.27 hereof) and the M&A Advisory Agreement (as defined in Section 2.28 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, delivered by the Company and will constitute, the constitute 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 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4), the Purchase Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof2.21.6) and the Registration Rights Agreement Business Combination Marketing Agreements (as defined in Section 2.22.4 hereof2.21.7) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof2.21), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof3.7.2), the Management Subscription Agreement (as defined in Section 2.22.3) the Financial Advisory Agreement (as defined in Section 3.24) and the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.22.2) have been duly and validly authorized by the Company and constitute, and the RepresentativeUnderwriter’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Each of this Agreement, the Insider Letters (as defined in Section 2.21.1), 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 Escrow Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof2.23) and the Registration Rights Private Placement Unit Purchase Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constituteconstitute the legal, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its 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 Insider Letters (as defined in Section 2.21.1), 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), the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof2.23) and the Registration Rights Private Placement Warrant Purchase Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1), 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), the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof2.23) and the Registration Rights Sponsor Unit Purchase Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription AgreementsAgreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 3.7.2 hereof2.25.5), the Underwriter’s Purchase Option, the Escrow Agreement (as defined in Section 2.22.2 2.25.3 hereof) and ), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.25.7) and the Plan (as defined in Section 3.31) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, delivered by the Company and will constitute, the constitute 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, Agreement has been duly and validly authorized by the Company. The Warrant Agreement (as defined in Section 2.21 hereof2.23), the Trust Agreement, the Subscription AgreementsLetter Agreement (as fined in Section 2.21.1), the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4) and the Purchase Agreement (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 AgreementAgreement has been duly authorized, executed and delivered by the Company. The Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), ) and the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly authorized, executed and validly authorized delivered by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Each of this Agreement, the Insider Letters (as defined in Section 2.21.1), 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 Escrow Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof2.23) and the Registration Rights Private Placement Unit Purchase Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constituteconstitute the legal, the valid and binding agreements agreement of the Company, enforceable against the Company in accordance with their respective its 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 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Share Purchase Agreement (as defined in Section 2.21.2) and the Securities Subscription Agreement (as defined in Section 2.23) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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 except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement Insider Letters (as defined in Section 2.21 hereof2.21.1), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof2.21.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.4), the Share Purchase Agreement (as defined in Section 2.21.2), the Securities Subscription Agreement (as defined in Section 2.23) and the Surrender Letter (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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 except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Agreement (as defined in Section 2.21 hereof), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 3.7.2 hereof2.26.7 below), the Escrow Business Combination Marketing Agreement (as defined in Section 2.22.2 hereof) and 2.29 below), the Warrant Agreement (as defined in Section 2.30 below), the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.26.6) and the Insider Letters (as defined in Section 2.26.1) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and the other parties thereto, will constitute, the constitute 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 2.21 2.20 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), ) the Placement Unit Purchase Agreement (as defined in Section 2.23.2 hereof) and the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.21.2 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivered, will constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, ; (ii) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, ; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), 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, the Warrant Agreement (as defined in Section 2.21 hereof2.24), the Trust Agreement, the Subscription Agreements, the Services Private Placement Unit Purchase Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Representative Securities Registration Rights Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and delivereddelivered by the Company and 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) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Warrant Trust Agreement, the Registration Rights Agreement (as defined in Section 2.21 hereof2.21.3), the Trust AgreementBusiness Combination Marketing Agreement (as defined in Section 3.15), the Subscription AgreementsSponsor Note (as defined in Section 2.21.4.2), the Expense Advance Agreement (as defined in Section 2.21.5), the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof2.21.6) and the Registration Rights Share Purchase Agreement (as defined in Section 2.22.4 hereofcollectively, the “Transaction Documents”) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase 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 federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.21.1), 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 2.21 hereof2.23), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof) have been duly and validly authorized by the Company and constitute2.24), and the Representative’s Sponsor Unit Purchase OptionAgreement (collectively, has 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, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the federal foreign, federal, and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.