Common use of Authorization; Binding Agreement Clause in Contracts

Authorization; Binding Agreement. Amalco Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, on the part of Amalco Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub is a party has been or shall be when delivered, duly and validly executed and delivered and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Sub, enforceable against Amalco Sub in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub has The Company, the Seller, and the Seller Parent each have all requisite limited liability company power and authority or corporate power and authority authority, as applicable, to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s, the Seller’s, or the Seller Parent’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Seller Approval and the Required Company Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company, the Seller, or the Seller Parent is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders of Amalco Sub and the Seller’s respective managers in accordance with Amalco Subthe Company’s and the Seller’s respective Organizational Documents and Documents, the CCUA, the CCAA, any other applicable LawLaw or any Contract to which the Company, the Seller, or the Seller Parent is a party or by which they or their respective securities are bound and (b) other than the Required Seller Approval and the Required Company Approval and such approvals as required by Seller’s Parent, no other limited liability company or corporate proceedings, other than as expressly set forth elsewhere in this Agreementapplicable, on the part of Amalco Sub the Company, the Seller, or the Seller Parent are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company, the Seller, or the Seller Parent is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered andby the Company, the Seller, or the Seller Parent, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, the Seller, and the Seller Parent, enforceable against Amalco Sub the Company, the Seller, and the Seller Parent in accordance with its terms, subject to the Enforceability Exceptions. The Company’s and the Seller’s respective managers, by resolutions duly adopted at meetings duly called and held (i) determined that this Agreement and the Purchase and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, the Seller, and their respective members, (ii) approved this Agreement and the Purchase and the other transactions contemplated by this Agreement in accordance with the CCAA, (iii) directed that this Agreement be submitted to the Company’s and the Seller’s respective members for adoption, if necessary, and (iv) resolved to recommend that the Company and the Seller members adopt this Agreement.

Authorization; Binding Agreement. Amalco Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it Purchaser is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders the board of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Lawdirectors of Purchaser, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this the Agreement, on the part of Amalco Sub are Purchaser is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub Purchaser is a party has been or shall be when delivered, duly and validly executed and delivered by Purchaser, as the case may be, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered by Purchaser shall constitute, the valid and binding obligation of Amalco SubPurchaser, enforceable against Amalco Sub Purchaser in accordance with its terms. Each of Seller and the Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party and perform its obligations hereunder and thereunder, as applicable, and to consummate the transactions contemplated hereby and thereby. Each of Seller and the Company have taken all corporate and shareholder action necessary to duly and validly authorize the execution and delivery of this Agreement and each Ancillary Document to which Seller or the Company is a party and to authorize the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and the Company and is a valid and binding agreement of Seller and the Company, enforceable against each of Seller and the Company in accordance with its terms, in each case except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. Amalco Subject to filing the Amended Pubco Charter, each of Pubco and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, the board of directors and shareholders of Amalco Pubco and Merger Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this AgreementAgreement (including the filing of the Amended Pubco Charter), on the part of Amalco Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the DGCL, any other applicable Law, Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the California Corporations Code, any other applicable Law, Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the California Corporations Code, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Each of the Seller and Seller Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby (subject, in the case of the Merger, to the Seller Merger Sub Shareholder Approval). The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized and approved by Amalco Sub’s Board all necessary and proper corporate action by the Seller and the Seller Merger Sub and, as applicableother than the Seller Merger Sub Shareholder Approval, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco the Seller or Seller Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco the Seller or Seller Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Subject to filing the Amended Pubco Charter, each of Pubco and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, the board of directors and shareholders of Amalco Pubco and Merger Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreementthe Agreement (including the filing of the Amended Pubco Charter), on the part of Amalco Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Member Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub managers and its members in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the Colorado Act, any other applicable Law, Law or any Contract to which the Company or any of its equity holders is a party or by which or its securities are bound and (b) other than the Required Company Member Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the Colorado Act, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Units representing at least the Required Company Member Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the DGCL, any other applicable Law, Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement, the Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by unanimous written consent (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders in accordance with the DGCL, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the Company’s Organizational Documents, (iii) directed that this Agreement and the other matters required for the Required Company Stockholder Approval be submitted to the Company’s stockholders for adoption and approval and (iv) resolved to recommend that the Company stockholders adopt and approve this Agreement and the other matters required for the Required Company Stockholder Approval (the “Company Recommendation”). The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the DGCL, any other applicable Law, Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval and the Required Convertible Noteholders, and such Voting Agreements are in full force and effect. The Voting Agreements delivered by the Company to the Purchaser include holders of (x) at least 50% of the outstanding shares of Company Series A-2 Preferred Stock, Company Series B Preferred Stock, Company Series B-1 Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock, (y) at least 50% of the outstanding shares of Company Series E Preferred Stock and (z) at least the Required Convertible Noteholders, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, the board of directors and/or shareholders of Amalco Sub the Company (if applicable) in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the Cayman Companies Act, any other applicable LawLaw or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound, subject to obtaining the Required Company Shareholder Approval, and (b) other than the Required Company Shareholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and therebythereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Companies Act). This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Sub, the Company enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, either (A) at a duly called and held meeting or (B) by way of written resolution, has unanimously (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best commercial interests of, the Company and its shareholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement, upon the terms and subject to the conditions set forth herein and in accordance with the Cayman Companies Act, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the WBCA, any other applicable Law, Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the WBCA, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company Stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Sub The Sponsor has all requisite corporate power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and to contemplate the transactions contemplated hereby and the Sponsor has all requisite power and authority to execute and deliver each Ancillary Document to which it is a party, to perform such its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement by the Sponsor and each Ancillary Document to which it the Sponsor is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders of Amalco Sub the Sponsor in accordance with Amalco Sub’s the manner required by the Organizational Documents of the Sponsor and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, on the part of Amalco Sub consents or approvals are necessary to authorize the execution and delivery of this Agreement by the Sponsor and each Ancillary Document to which it Sponsor is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Sponsor is a party has been or shall will be when delivered, duly and validly executed and delivered andby the Sponsor, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and theretothereto (other than the Sponsor), and constitutes, or when delivered shall will constitute, the valid and binding obligation of Amalco Subthe Sponsor, enforceable against Amalco Sub it in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. Amalco Subject to the adoption of the Amended Pubco Charter and obtaining the requisite shareholder approvals required by the Cayman Companies Act for the First Merger and the Second Merger, each of Pubco, First Merger Sub and Second Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco, First Merger Sub and Second Merger Sub is a party and the consummation of the transactions Transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents all necessary corporate actions and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreementthe Agreement (including the adoption of the Amended Pubco Charter), on the part of Amalco Pubco, First Merger Sub or Second Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco, First Merger Sub and Second Merger Sub is a party, party or to consummate the transactions Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco each of Pubco, First Merger Sub or Second Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Company Stockholder Written Consent. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors and the Company Stockholder in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the DGCL, any other applicable Law, Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Company Stockholder Written Consent, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and the Company Stockholder, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company Stockholder for adoption and (iv) resolved to recommend that the Company Stockholder adopt this Agreement.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the CCC, any other applicable Law, Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Shareholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the CCC, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company Shareholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Shares representing at least the Required Company Shareholder Approval, and such Voting Agreements constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Authorization; Binding Agreement. Amalco Sub Subject to filing the Amended Organizational Documents, the Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Company Shareholder Approval. The Assuming that the Required Company Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Sub’s Board and, the board of directors and shareholders of the Company (as applicable, shareholders of Amalco Sub ) in accordance with Amalco Sub’s the Company Organizational Documents Documents, the Cayman Act and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is a party has been or shall be be, when delivered, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and theretothereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, in each case, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are in the best interests of, the Company, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement. Other than with respect to the approval of the Recapitalization, the Target Voting Agreements delivered by the Company include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, and such Target Voting Agreements are in full force and effect, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub The Purchaser has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its the Purchaser’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Shareholder Approval. Purchaser, as the sole stockholder of Merger Sub, has authorized, or will authorize immediately after the execution of this Agreement, the execution, delivery and performance of this Agreement and the Ancillary Documents by and on behalf of Merger Sub and the consummation of the Merger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders the board of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Lawdirectors of the Purchaser, and (b) other than the Required Purchaser Shareholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this the Agreement, on the part of Amalco Sub the Purchaser are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Purchaser is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subthe Purchaser, enforceable against Amalco Sub the Purchaser in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Purchaser’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Purchaser and its shareholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the Cayman Islands Companies Law and the applicable provisions of the DGCL, (iii) directed that this Agreement be submitted to the Purchaser’s shareholders for adoption and (iv) resolved to recommend that the Purchaser’s shareholders adopt this Agreement.

Authorization; Binding Agreement. Amalco Subject to filing the Amended Pubco Charter, each of Pubco and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, and, subject to the approval by the director and members of Merger Sub of the Plan of Merger and the approval by the director of Merger Sub of the Articles of Merger, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, the board of directors and shareholders of Amalco Pubco and Merger Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreementthe Agreement (including the filing of the Amended Pubco Charter and approval of the Plan of Merger and Articles of Merger), on the part of Amalco Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Each of the Purchaser and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party, to perform its such Party’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Purchaser Shareholder Approval (and with respect to Merger Sub, delivery of the Merger Sub Written Consent in accordance with Section 5.22). The execution and delivery of this Agreement and each Ancillary Document to which it is or will be a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by Amalco Sub’s Board andthe board of directors of the Purchaser (including that, as applicableof the date hereof, shareholders the board of Amalco Sub in accordance with Amalco Sub’s Organizational Documents directors of the Purchaser has unanimously made, and any other applicable Lawhas not revoked, the Purchaser Board Recommendation), and (b) other than the Required Purchaser Shareholder Approval (and with respect to Merger Sub, delivery of the Merger Sub Written Consent in accordance with Section 5.22), no other corporate proceedings, other than as expressly set forth elsewhere in this the Agreement, on the part of Amalco the Purchaser or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is or will be a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco the Purchaser or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser or Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco the Purchaser or Merger Sub, as applicable, enforceable against Amalco Sub such Party in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). On or prior to the date of this Agreement, the board of directors of the Purchaser, by resolutions duly adopted at a meeting duly called and held or by unanimous written consent in accordance with the Purchaser’s Organizational Documents, (i) determined that this Agreement, the Merger and the other transactions contemplated hereby are advisable, fair to and in the best interests of the Purchaser and its equity owners, (ii) approved and adopted this Agreement, the Merger and the other transactions contemplated by this Agreement in accordance with the Cayman Islands Companies Act and the Purchaser’s Organizational Documents, (iii) resolved to recommend that the Purchaser’s equity owners vote in favor of the approval of this Agreement, the Merger and the other Purchaser Shareholder Approval Matters in accordance with the Cayman Islands Companies Act, the DGCL and the Purchaser’s Organizational Documents, and (iv) directed that this Agreement, the Merger and the other Purchaser Shareholder Approval Matters be submitted to the Purchaser’s equity owners for their approval and adoption.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the Florida Statutes, any other applicable Law, Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) other than the Required Company Shareholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its shareholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the Florida Statutes, (iii) directed that this Agreement be submitted to the Company Shareholders for adoption and (iv) resolved to recommend that the Company Shareholders adopt this Agreement.

Authorization; Binding Agreement. Amalco Sub SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions Transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s the SPAC Board and, as applicableother than obtaining the Required Shareholder Approval, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, on the part of Amalco Sub SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub SPAC is a party has been or shall be when delivered, duly and validly executed and delivered by SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other Parties and other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco SubSPAC, enforceable against Amalco Sub SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally and subject to general principles of equity (collectively, the “Enforceability Exceptions”). The SPAC Board, either (A) at a duly called and held meeting or (B) by way of written resolution, has unanimously (i) determined that this Agreement and the SPAC Merger and the other Transactions contemplated hereby are advisable, fair to, and in the best interests of, SPAC and its shareholders, (ii) approved this Agreement, the SPAC Merger and the other Transactions contemplated hereby and thereby in accordance with the Cayman Act and the SPAC Memorandum and Articles, (iii) approved the Transactions as a Business Combination, (iv) directed that this Agreement and the SPAC Shareholder Approval Matters (as defined herein) be submitted to the SPAC Shareholders for adoption and approval, and (v) resolved to recommend that the SPAC Shareholders adopt this Agreement and the SPAC Shareholder Approval Matters.

Authorization; Binding Agreement. Amalco Sub Subject to the adoption of the Amended Pubco Charter, each of Pubco and the Merger Subs has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, the board of directors and shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents Pubco and any other applicable Law, the Merger Subs and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this AgreementAgreement (including the adoption of the Amended Pubco Charter), on the part of Amalco Sub Pubco or the Merger Subs are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub Pubco or the Merger Subs is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by Amalco Sub’s Board and, as applicable, the board of directors and shareholders of Amalco Sub the Company in accordance with Amalco Subthe Company’s Organizational Documents Documents, the UK Act and any other applicable Law, Law and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and therebythereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Act). This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company and, assuming assuming, the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted unanimously at a meeting duly called and held (i) determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and the Sellers, (ii) approved this Agreement and the Transactions in accordance with the Company’s Organizational Documents and the UK Act, (iii) directed that this Agreement and the Transactions be submitted to the Sellers for adoption, and (iv) resolved to recommend that the Sellers adopt this Agreement and the Transactions.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the NRS, any other applicable Law, Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement, the Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by unanimous written consent (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders in accordance with the NRS, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the NRS and the Company’s Organizational Documents, (iii) directed that this Agreement and the other matters required for the Required Company Stockholder Approval be submitted to the Company’s stockholders for adoption and approval and (iv) resolved to recommend that the Company’s stockholders adopt and approve this Agreement and the other matters required for the Required Company Stockholder Approval (the “Company Recommendation”). The Company Support Agreements, when delivered by the Company, will be in full force and effect.

Authorization; Binding Agreement. Amalco Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Merger Sub Shareholder Approval. The Assuming that the Required Merger Sub Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Sub’s Board the board of directors and, as applicable, shareholders of Amalco Merger Sub in accordance with Amalco the Merger Sub’s Organizational Documents Documents, the Cayman Act and any other applicable Law, Law and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this the Agreement, on the part of Amalco Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and theretothereto and the obtainment of the Required Merger Sub Shareholder Approval, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco the Merger Sub, enforceable against Amalco the Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Each of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it (a) the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, the board of directors and board of commissioners and the shareholders of Amalco Sub the Company in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the Indonesian Company Law, any other applicable LawLaw and any Contract to which the Company or any of its shareholders is a party or bound, and (b) Merger Sub is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the board of directors and the shareholders of Merger Sub in accordance with Merger Sub’s Organizational Documents, the Cayman Islands Companies Act, any other applicable Law and any Contract to which Merger Sub or any of its shareholders is a party or bound. Except as set forth on Schedule 4.2, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco the Company or Merger Sub is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered andby the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the DGCL, any other applicable Law, Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include the Key Executives, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Lawdirectors, and (b) no other than the Required Company Stockholder Approval, do not require any other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub are necessary the Company in order to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company Stockholder Support Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Company Stockholder Support Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Company Shareholder Approval. The Assuming that the Required Company Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which it the Company is a party, and, to the Knowledge of the Company, the Company shareholders party to the Company Shareholder Support Agreement, and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Sub’s Board and, the Company (as applicable, shareholders of Amalco Sub ) in accordance with Amalco Subthe Company’s Organizational Documents Documents, the Cayman Act and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, and, to the Knowledge of the Company, the Company shareholders party to the Company Shareholder Support Agreement, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is a party has been or shall be be, when delivered, duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and theretothereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, in each case, enforceable against Amalco Sub the Company, and, to the Knowledge of the Company the Company, shareholders party to the Company Shareholder Support Agreement, enforceable against the Company shareholders, in accordance with its terms, subject to the Enforceability Exceptions. As of the date of this Agreement, the Company shareholders party to the Company Shareholder Support Agreement hold Company Shares representing the voting power sufficient to obtain the Required Company Shareholder Approval.

Authorization; Binding Agreement. Amalco Sub The Seller has all requisite corporate power power, authority and authority legal right and capacity to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its the Seller’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it the Seller is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Seller’s Board and, as applicable, shareholders board of Amalco Sub managers and certain of Seller’s members in accordance with Amalco SubSeller’s Organizational Documents and any other applicable Law, the TBOC and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Seller are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Seller is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Seller and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Seller, enforceable against Amalco Sub the Seller in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Except as set forth in Schedule 5.2 of the Company Disclosure Schedules, subject to filing the Pubco A&R Organizational Documents and obtaining the SPAC Merger Sub Shareholder Approval, each of Pubco and SPAC Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions Transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders the board of Amalco directors of Pubco and SPAC Merger Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this AgreementAgreement (including the filing of the Pubco A&R Organizational Documents and obtaining the SPAC Merger Sub Shareholder Approval), on the part of Amalco Pubco or SPAC Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Pubco or SPAC Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents by the other Parties and other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the NRS, any other applicable Law, Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the NRS, (iii) directed that this Agreement be submitted to the Company’s Stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting and Lock-Up Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting and Lock-Up Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Each of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each Ancillary Document to which it (a) the Company is a party and the consummation of the transactions contemplated hereby and therebyTransactions, (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders the board of Amalco Sub directors of the Company in accordance with Amalco Subthe Company’s Organizational Documents and any other applicable the Israeli Companies Law, and (b) no Merger Sub is a party and the consummation of the Transactions, have been duly and validly authorized by the board of directors of Merger Sub and by the Company as sole shareholder of Merger Sub in accordance with Merger Sub’s Organizational Documents, the Delaware Law, and any other applicable Law and any Contract to which Merger Sub or the Company is a party or bound. No other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby Transactions other than the approval of this Agreement and therebythe Transaction by the Company’s shareholders as required by the Existing Articles and the Israeli Companies Law (the “Required Company Shareholder Approval”). Except as set forth in Schedule 4.2, Other than the Required Company Shareholder Approval, there is no shareholder of the Company or any Target Company whose Consent (other than as set forth in the Existing Articles) is required for the execution of this Agreement by the Company and the performance by the Company of its obligations under this Agreement and the Ancillary Documents to which it is a party. This Agreement has been, and each Ancillary Document to which Amalco the Company or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered andby the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Required Company Shareholder Approval and the Enforceability Exceptions. The Voting Agreements delivered by the Company include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, and such Voting Agreements are in full force and effect subject to the Enforceability Exception.

Authorization; Binding Agreement. Amalco Each of Pubco and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is, or is contemplated to be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco and Merger Sub is, or is contemplated to be, a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized and approved by Amalco Sub’s Board and, as applicable, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents all necessary corporate actions and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreementthe Agreement (including the filing of the Pubco A&R Memorandum and Articles), the approval and execution of the Plan of Merger, and the making of related filings of resolutions and other documents with the Cayman Registrar), on the part of Amalco Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco and Merger Sub is, or is contemplated to be, a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Pubco or Merger Sub is, or is contemplated to be, a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub (a) Each Target Company has all requisite corporate power and authority to execute and deliver this Agreement (if applicable) and each Ancillary Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement (if applicable) and each Ancillary Document to which it a Target Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe applicable Target Company’s Board and, as applicable, shareholders of Amalco Sub members in accordance with Amalco Subsuch Target Company’s Organizational Documents and Documents, applicable Law or any other applicable Law, Contract to which such Target Company is a party or by which it or its securities are bound and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, company proceedings on the part of Amalco Sub a Target Company are necessary to authorize the execution and delivery of this Agreement (if applicable) and each Ancillary Document to which such Target Company is a party or to consummate the transactions contemplated hereby and thereby. This Agreement (if applicable) and each Ancillary Document to which a Target Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by such Target Company and assuming the due authorization, execution and delivery of this Agreement (if applicable) and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such Target Company, enforceable against such Target Company in accordance with its terms, subject to the Enforceability Exceptions. (b) Each Seller has all requisite power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and each Ancillary Document to which a Seller is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the applicable Seller’s members in accordance with such Seller’s Organizational Documents, applicable Law or any Contract to which such Seller is a party or by which it or its securities are bound and (b) no other company proceedings on the part of a Seller are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it such Seller is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Document to which a Seller is or is required to be a party shall be when delivered, duly and validly executed and delivered by such Seller and assuming the due authorization, execution and delivery of any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such Seller, enforceable against such Target Company in accordance with its terms, subject to the Enforceability Exceptions. (c) Each Founder has all requisite capacity, power and authority to execute and deliver this Agreement and each Ancillary Document to which such Founder is or is required to be a party, or to perform such Founder’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub a Founder is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by such Founder and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subsuch Seller, enforceable against Amalco Sub such Founder in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the GBCC, any other applicable Law, Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) other than the Required Company Shareholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its shareholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the GBCC, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Shareholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Each of RDE and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document the other agreements, instruments and certificates contemplated hereby to which it such Party is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by RDE and M▇▇▇▇▇ Sub of this Agreement and each Ancillary Document the other agreements, instruments and certificates contemplated hereby to which it such Party is a party and the consummation by RDE and Merger Sub of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other all requisite corporate proceedings, other than as expressly set forth elsewhere in this Agreement, action on the part of Amalco RDE and Merger Sub (including, without limitation, by the boards of directors of RDE and Merger Sub), and no other corporate proceedings are necessary to authorize the execution and execution, delivery or performance of this Agreement and each Ancillary Document or any other agreements, instruments or certificates contemplated hereby to which it such Party is a party, or to consummate the transactions contemplated hereby and or thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub is a party has been or shall be when delivered, duly and validly executed and delivered by RDE and Merger Sub, and, assuming the due authorization, execution and delivery by CardCash of this Agreement, this Agreement and such Ancillary Documents by the other parties hereto and theretoconstitutes a legal, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco RDE and Merger Sub, enforceable against Amalco RDE and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium Laws and other Laws of general application affecting the enforcement of creditors’ rights generally, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). When each other agreement, instrument or certificate contemplated hereby to which RDE or Merger Sub is or will be a party has been duly executed by RDE and/or Merger Sub, as applicable, assuming the due authorization, execution and delivery by each other party thereto, such other agreement, instrument or certificate will constitute a legal, valid and binding obligation of RDE and/or Merger Sub, as applicable, enforceable against RDE and/or Merger Sub, as applicable, in accordance with its terms, except to the extent that enforceability thereof may be limited by the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Member Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders of Amalco Sub managers and its members in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the WA LLC Act, any other applicable Law, Law or any Contract to which the Company or any of its equity holders is a party or by which or its securities are bound and (b) other than the Required Company Member Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the WA LLC Act, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Units representing at least the Required Company Member Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Each of the Purchaser and Merger Sub has all requisite corporate power and authority (as applicable) to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the Transactions and thereby, subject, in the case of the Purchaser, to obtaining the Required Purchaser Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Purchaser is a party and the consummation of the transactions contemplated hereby and thereby (a) have been favorably recommended by the Special Committee to the board of directors of Purchaser, (b) have been duly and validly authorized by the board of directors of the Purchaser, and (c) other than the Required Purchaser Shareholder Approval, no other corporate proceedings, other than as set forth elsewhere in the Agreement, on the part of the Purchaser are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents all necessary corporate or other organizational action and any other applicable Law, and (b) no other corporate or organizational actions or proceedings, other than as expressly set forth elsewhere in this the Agreement, on the part of Amalco Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it Merger Sub is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco the Purchaser or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser or Merger Sub, as applicable, and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco the Purchaser or Merger Sub, enforceable against Amalco Sub the Purchaser or Merger Sub, in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. Amalco Sub The SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its the SPAC’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required SPAC Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders the board of Amalco Sub directors of the SPAC in accordance with Amalco Subthe SPAC’s Organizational Documents and Documents, all applicable Law or any other applicable LawContract to which the SPAC or any of its shareholders is a party or by which it or its securities are bound, and (b) other than the Required SPAC Shareholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this the Agreement, on the part of Amalco Sub the SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby, other than the SPAC Continuance. This Agreement has been, and each Ancillary Document to which Amalco Sub the SPAC is a party has been or shall be when delivered, duly and validly executed and delivered by the SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe SPAC, enforceable against Amalco Sub the SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The SPAC’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement, the SPAC Continuance and the Amalgamation and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the SPAC and its shareholders, (ii) approved this Agreement, the SPAC Continuance and the Amalgamation and the other transactions contemplated by this Agreement in accordance with the applicable provisions of the Companies Law, (iii) directed that this Agreement be submitted to the SPAC’s shareholders for adoption and (iv) resolved to recommend that the SPAC’s shareholders approve and adopt this Agreement.

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the DGCL, any other applicable Law, Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Sub SPAC has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby, subject to obtaining the Required Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions Transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s the SPAC Board and, as applicableother than obtaining the Required Shareholder Approval, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, on the part of Amalco Sub SPAC are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub SPAC is a party has been or shall be when delivered, duly and validly executed and delivered by SPAC and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other Parties and other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco SubSPAC, enforceable against Amalco Sub SPAC in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally and subject to general principles of equity (collectively, the “Enforceability Exceptions”). The SPAC Board, either (A) at a duly called and held meeting or (B) by way of written resolution, has unanimously (i) determined that this Agreement and the SPAC Merger and the other Transactions contemplated hereby are advisable, fair to, and in the best interests of, SPAC and its shareholders, (ii) approved this Agreement, the SPAC Merger and the other Transactions contemplated hereby and thereby in accordance with the Cayman Act and the SPAC Memorandum and Articles, (iii) approved the Transactions as a Business Combination, (iv) directed that this Agreement and the SPAC Shareholder Approval Matters be submitted to the SPAC Shareholders for adoption and approval, and (v) resolved to recommend that the SPAC Shareholders adopt this Agreement and the SPAC Shareholder Approval Matters.

Authorization; Binding Agreement. Amalco Subject to obtaining the Required Holdco Shareholder Approval, the Required Cayman Merger Sub Shareholder Approval and the Required Lux Merger Sub Shareholder Approval, each of Holdco and the Merger Subs has or upon incorporation will have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or upon incorporation will be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is or upon incorporation will be a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been or upon incorporation will be duly and validly authorized by Amalco Sub’s Board andthe board of directors and shareholders of Holdco or the Merger Subs, as applicable, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, on the part of Amalco Sub are Holdco or the Merger Subs, as applicable, is or upon incorporation will be necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is or upon incorporation will be a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub Holdco or any of the Merger Subs is or upon incorporation will be a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Each of the Purchaser and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its each of the Purchaser’s and Merger Sub’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders the board of Amalco Sub directors of the Purchaser in accordance with Amalco Subthe Purchaser’s Organizational Documents Documents, the DGCL and any other applicable LawLaw or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this the Agreement, on the part of Amalco the Purchaser or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco the Purchaser and Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Purchaser and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco the Purchaser and Merger Sub, enforceable against Amalco the Purchaser and Merger Sub in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. Amalco Sub Subject to the receipt of the Requisite Shareholder Approval (as defined in the Business Combination Agreement), the Target has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Transaction Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Transaction Document to which it the Target is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Target’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Sub’s its Organizational Documents and any other applicable Law, and (b) other than the Requisite Shareholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Target are necessary to authorize the execution and delivery of this Agreement and each Ancillary Transaction Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Transaction Document to which Amalco Sub the Target is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Target and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Transaction Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Target, enforceable against Amalco Sub the Target in accordance with its terms, subject to the Enforceability Exceptions. The Target’s board of directors, by resolutions duly adopted, has (i) determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Target and its shareholders, (ii) approved this Agreement and the Transactions, (iii) directed that this Agreement be submitted to its shareholders for adoption and (iv) recommended that its shareholders adopt this Agreement.

Authorization; Binding Agreement. Amalco Each of Parent, Thunder Bridge II, and each Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Transaction Document to which it is a party, to perform its their respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Surviving Pubco Equity Holders’ Approval. The execution execution, delivery and delivery performance by Parent, Thunder Bridge II and each of the Merger Subs of this Agreement and each Ancillary Transaction Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders its board of Amalco Sub in accordance with Amalco Sub’s Organizational Documents directors on the part of Parent and any other applicable LawThunder Bridge II, and (b) other than the Surviving Pubco Equity Holders’ Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this the Agreement, on the part of Amalco Parent, Thunder Bridge II or any Merger Sub are necessary to authorize the execution execution, delivery and delivery performance of this Agreement and each Ancillary Transaction Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Transaction Document to which Amalco Parent, Thunder Bridge II or any Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such party and, assuming the due authorization, execution execution, delivery and delivery performance of this Agreement and such Ancillary Transaction Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Parent, Thunder Bridge II or the Merger Sub, as applicable, enforceable against Amalco Sub such party in accordance with its terms, subject except to the extent that enforceability thereof may be limited by the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Subject to the filing of the First Merger Documents and the Second Merger Documents and the receipt of the requisite shareholder approvals required under the applicable Cayman Law, (i) each of Pubco, First Merger Sub and Second Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The , and (ii) the execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco, First Merger Sub and Second Merger Sub is a party and the consummation of the transactions Transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents all necessary corporate actions and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this Agreementthe Agreement (including the filing of the First Merger Documents, the Second Merger Documents and the Amended Pubco Charter), on the part of Amalco Pubco, First Merger Sub or Second Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco, First Merger Sub and Second Merger Sub is a party, party or to consummate the transactions Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Pubco, First Merger Sub or Second Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Merger Sub has all requisite corporate power and authority capacity to execute and deliver this Agreement and each Ancillary Document to which it is, or is contemplated to be, a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it Merger Sub is, or is contemplated to be, a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized and approved by Amalco Sub’s Board and, as applicable, shareholders of Amalco Sub in accordance with Amalco Sub’s Organizational Documents all necessary corporate actions and any other applicable Law, and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this the Agreement, on the part of Amalco Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it Merger Sub is, or is contemplated to be, a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Merger Sub is, or is contemplated to be, a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Subject to filing the Pubco A&R Organizational Documents and obtaining the Merger Sub Member Approval, each of Pubco, SPAC Merger Sub and Company Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions Transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board andthe board of directors of Pubco, as applicable, shareholders of Amalco SPAC Merger Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, Company Merger Sub and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this AgreementAgreement (including the filing of the Pubco A&R Organizational Documents and obtaining the Merger Sub Member Approval), on the part of Amalco Pubco, SPAC Merger Sub or Company Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Pubco, SPAC Merger Sub or Company Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by such Party and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents by the other Parties and other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Amalco Sub MICT has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by Amalco Sub’s Board and, as applicable, shareholders the board of Amalco Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, directors of MICT and (b) other than the Required Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, on the part of Amalco Sub MICT are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub MICT is a party has been or shall be when delivered, duly and validly executed and delivered by MICT and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco SubMICT, enforceable against Amalco Sub MICT in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. Amalco Sub The Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which it the Company is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Amalco Subthe Company’s Board and, as applicable, shareholders board of Amalco Sub directors in accordance with Amalco Subthe Company’s Organizational Documents and Documents, the DGCL, any other applicable Law, Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) other than the Required Company Stockholder Approval, no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement, proceedings on the part of Amalco Sub the Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Amalco Sub the Company is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered and, by the Company and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Documents Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of Amalco Subthe Company, enforceable against Amalco Sub the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Stockholder Support Agreements are in full force and effect.

Authorization; Binding Agreement. Amalco Subject to filing the Amended and Restated Pubco Governing Documents, each of Pubco, Vistas Merger Sub and Anghami Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document Transaction Agreement to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document other Transaction Agreement to which it is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by Amalco Sub’s Board and, as applicable, the board of directors and shareholders of Amalco Pubco, Vistas Merger Sub in accordance with Amalco Sub’s Organizational Documents and any other applicable Law, Anghami Merger Sub and (b) no other corporate proceedings, other than as expressly set forth elsewhere in this AgreementAgreement (including the filing of the Amended and Restated Pubco Governing Documents), on the part of Amalco Pubco, Vistas Merger Sub or Anghami Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document Transaction Agreement to which it is or is required to be a party, party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document other Transaction Agreement to which Amalco Pubco, Vistas Merger Sub or Anghami Merger Sub is or is required to be a party has been or shall be when delivered, duly and validly executed and delivered by Pubco, Vistas Merger Sub and Anghami Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and such Ancillary Documents other Transaction Agreements by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of Amalco Subsuch Party, enforceable against Amalco Sub such Party in accordance with its terms, subject to the Enforceability Exceptions.