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 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 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 Trust Agreement, the Subscription Agreement, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.27 below), the Rights Agreement (as defined in Section 2.29 below), the Warrant Agreement (as defined in Section 2.21 hereof2.28 below), 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 hereof2.24.6) 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 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 Warrant Agreement Insider Letters (as defined in Section 2.21 hereof2.24.1 below), the Trust Agreement, the Founder Shares Subscription AgreementsAgreement (as defined in Section 2.24.2 below), the Private Units Purchase Agreement (as defined in Section 2.24.2 below), the Promissory Note (as defined in Section 2.24.4), the Registration Rights Agreement (as defined in Section 2.24.5), the Services Agreement (as defined in Section 3.7.2 hereof2.24.6 below), the Rights Agreement (as defined in Section 2.39), the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.40), the Registration Rights Warrant Agreement (as defined in Section 2.22.4 hereof2.27) and the Securities Transfer Agreement (as defined in Section 2.41) (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 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 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 2.24 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Private Placement Warrant Purchase Agreement (as defined in Section 2.25.2 hereof), the Representative’s Purchase Option (as defined in Section 1.3.1), the Escrow Agreement (as defined in Section 2.22.2 2.25.3 hereof) and the Registration Rights Agreement by and among the Company, Continental Stock Transfer and Trust Company and the Initial Shareholders (as defined in Section 2.22.4 hereofthe “Registration Rights Agreement”) have been duly and validly authorized authorized, executed and 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 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 Share Subscription Agreements, the Insider Letters (as defined in Section 2.26.1 below, the Warrant Agreement (as defined in Section 2.21 2.24 hereof), the Trust Agreement, the Subscription AgreementsAgreements (as defined in Section 2.26.2 hereof), the Services Rights Agreement (as defined in Section 3.7.2 hereof2.25), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.26.3 hereof); and the Escrow Agreement (as defined in Section 2.26.4 hereof) (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, 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 AgreementsRegistration Rights Agreement (as defined in Section 2.21.3), the Sponsor Loan, the Business Combination Marketing Agreement (as defined in Section 3.15), the Reimbursement Agreement (as defined in Section 2.21.5), the Services Agreement (as defined in Section 3.7.2 hereof2.21.6), the Escrow Unit Purchase Agreement and the Forward Purchase Agreement (as defined in Section 2.22.2 hereof) and collectively, 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 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 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 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), the Financial Advisory Services Agreement (as referred to in Section 3.30 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 '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 therefore 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 AgreementsSponsor Purchase Agreement, the Services Agreement (as defined in Section 3.7.2 hereof)Representative Purchase Agreement, the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.21.5) and the Insider Letter (as defined in Section 2.21.1) (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, and assuming the due authorization, execution and delivery of each Transaction Document by the other parties hereto and 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) 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 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 (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 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 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 constituteconstitute the valid and binding agreement of the Company. The Warrant Agreement (as defined in Section 2.23), the Trust Agreement, the Insider Letter (as defined in Section 2.21.1) the Services Agreement (as defined in Section 2.21.3), the Registration Rights Agreement (as defined in Section 2.21.4) and the Purchase Agreements (collectively with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, laws and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the 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 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 hereof2.24.7 below), the Escrow Business Combination Marketing Agreement (as defined in Section 2.22.2 hereof) and 2.26 below), the Warrant Agreement (as defined in Section 2.27 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 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 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), the Warrant Agreement (as defined in Section 2.39 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 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 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.. EarlyBirdCapital, Inc. _____, 2018

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 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 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.. EarlyBirdCapital, Inc. December 7, 2020

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 hereof), the Subscription Agreement (as defined in Section 2.23.2 hereof), the Representative’s Purchase Option (as defined in Section 3.1.1), the Escrow Agreement (as defined in Section 2.22.2 2.23.3 hereof) and the Registration Rights Agreement by and among the Company and the Initial Shareholders (as defined in Section 2.22.4 hereofthe “Registration Rights Agreement”) have been duly and validly authorized authorized, executed and 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 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 2.24 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, the Warrant Agreement (as defined in Section 2.21 hereof2.22.1), the Rights Agreement (as defined in Section 2.22.2), the Trust Agreement, the Subscription AgreementsInsider Letters (as defined in Section 2.23.1), the Services Private Placement Agreement (as defined in Section 3.7.2 hereof2.23.2), the Registration Rights Agreement (as defined in Section 2.23.3), the Escrow Agreement (as defined in Section 2.22.2 hereof) and 2.23.4), the Registration Rights Representative’s Purchase Option Agreement (as defined in Section 2.22.4 hereof2.25) and the Services Agreement (as defined in Section 3.5.2) 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.. EarlyBirdCapital, Inc. ____________, 2012

Validity and Binding Effect of Agreements. This Agreement, the Insider Letter (as defined in Section 2.21.1), the Trust Agreement (as defined in Section 2.22), the Administrative 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), and the Trust Agreement, the Securities Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof)2.21.2) (collectively, 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 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 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 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 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.. EarlyBirdCapital, Inc. [●], 2018 Page 12 of 45

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 Advisory Services Agreement between the Company and Bxxxx Securities, dated as of May 27, 2015 (the “Bxxxx 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), the Administrative Services Agreement (as defined in Section 3.7.3 hereof) and the Private Placement Warrant Purchase Agreements (as defined in Section 2.22.2 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, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.27 below), the Warrant Agreement (as defined in Section 2.21 hereof2.28 below), the Trust Agreement, the Subscription Agreements, the Services Rights Agreement (as defined in Section 3.7.2 hereof2.26), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24.6) 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 Advisory Services Agreement between the Company and Xxxxx Securities, dated as of May 27, 2015 (the “Xxxxx 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), the Administrative Services Agreement (as defined in Section 3.7.3 hereof) and the Private Placement Warrant Purchase Agreements (as defined in Section 2.22.2 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, constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws, and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Trust Agreement, the Subscription Agreement, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.27 below), the Warrant Agreement (as defined in Section 2.21 hereof2.28 below), the Trust Agreement, the Subscription Agreements, the Services Rights Agreement (as defined in Section 3.7.2 hereof2.26), the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereof2.24.6) 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.. EarlyBirdCapital, Inc. [_____], 2017 Page 12 of 42

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.. EarlyBirdCapital, Inc. August 15, 2018

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 Agreements (as defined in Section 3.7.2 2.25.2 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 2.25.6), the Services Agreement (as defined in Section 2.25.7 hereof), the Business Combination Marketing Agreement (as defined in Section 2.27 hereof) and the Rights 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 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 2.22.5 hereof), the Escrow Agreement (as defined in Section 2.22.2 hereof), the Subscription Agreements (as defined in Section 2.22.4 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.22.6 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 2.24 hereof), the Trust Agreement, the Subscription Agreements, the Services Agreement (as defined in Section 3.7.2 hereof), the Escrow Subscription Agreement (as defined in Section 2.22.2 2.25.2 hereof), the Representatives’ Purchase Option (as defined in Section 1.2), the Escrow Agreements (as defined in Section 2.25.3 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 hereofby and among the Company and the Insider Shareholders(the “Registration Rights Agreement”) have been duly and validly authorized authorized, executed and 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 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 Administrative 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.

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 Administrative Services Agreement (as defined in Section 3.7.2 2.29 hereof), the Subscription Agreements, the Escrow Agreement Agreements (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.22.4 2.22.3 hereof) have been duly and validly authorized by the Company and, when executed and constitutedelivered, 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 Trust Agreement, the Subscription Agreement, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.27 below), the Rights Agreement (as defined in Section 2.29 below), the Warrant Agreement (as defined in Section 2.21 hereof2.28 below), 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 hereof2.24.6) 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.. EarlyBirdCapital, Inc. April 6, 2017

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.