Common use of Organization; Authority; Enforceability Clause in Contracts

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company SPAC is a corporation incorporated an exempted company duly incorporated, validly existing and in good standing under the Laws of the State of DelawareCayman Islands. Each other Group Company SPAC is a corporation, limited liability company or other qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be a foreign entity in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct character of its business properties, or location in which the transaction of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a SPAC Material Adverse Effect. (d) No Group Company is in violation of any of its Governing Documents. None Subject to receipt of the Group Companies Required Vote, SPAC has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SPAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SPAC Board action on the part of SPAC. No other proceedings on the part of SPAC (including any action by SPAC Board or SPAC Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SPAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by SPAC at Closing will be, duly executed and delivered by SPAC and constitute valid and binding agreement of SPAC, enforceable against SPAC in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SPAC is not the subject of any bankruptcy, dissolution, liquidation, winding-up, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company Each of the SPAC and Merger Sub is a corporation incorporated and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has The SPAC Parties have all the requisite corporate, limited liability company or other applicable corporate power and authority to own, lease and operate its their respective assets and properties and to carry on its their respective businesses as presently conducted in all material respects. (c) Each Group Company SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have be material to the SPAC Parties, taken as a Material Adverse Effectwhole. (d) No Group Company SPAC Party is in violation of any of its Governing Documents. None of the Group Companies No SPAC Party is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. Other than the Requisite Company Stockholder ApprovalThe execution, the execution delivery and delivery performance of this Agreement and the Ancillary Agreements and and, subject to the receipt of the Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions by the Group Companies Transactions, have been duly authorized by all necessary corporate, limited liability company or other business entity corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company any SPAC Party is or will be a party is or will be, ) duly executed and delivered by such Group Company SPAC Party and are or will be Enforceable against each applicable Group Companysuch SPAC Party. No other corporate actions on the part of any SPAC Party, assuming except for the Requisite Company Required Vote approving the Required SPAC Stockholder Approval is obtainedVoting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements or the consummation of the Transactions. (f) A correct and complete copy of the Governing Documents of the SPAC, as in effect on the Execution Date, are filed as (i) Exhibit 3.1 to the SPAC’s Form 8-K filed with the SEC on January 24, 2022, as amended with an amendment filed as Exhibit 10.11 to the SPAC’s Form 8-K filed with the SEC on April 21, 2023, and (ii) Exhibit 3.4 to the Form S-1 filed with the SEC on August 6, 2021.

Organization; Authority; Enforceability. (a) The Company Each EQV Party is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a an exempted company, corporation, limited liability company or other applicable business entityentity duly organized, incorporated, formed or registered, as the case may be, and each other Group Company is duly organizedapplicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its respective jurisdiction of organization, incorporation, formation or organization registration (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has The EQV Parties, other than EQV, have all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all material respects. EQV has all corporate power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company EQV Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have be material to the EQV Parties, taken as a Material Adverse Effectwhole. (d) No Group Company EQV Party is in violation of any of its Governing Documents. None of the Group Companies No EQV Party is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other Each EQV Party, other than the Requisite Company Stockholder ApprovalEQV, the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder ApprovalThe execution, the execution delivery and delivery performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity and/or corporate actions, as applicable. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company EQV Party will be a party will be, ) duly executed and delivered by such Group Company EQV Party and are or will be Enforceable against each applicable Group Companysuch EQV Party. No other proceedings on the part of EQV, assuming except for the Requisite Company Stockholder Approval EQV Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements. EQV has the requisite corporate power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is obtaineda party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the EQV Required Vote, to consummate the Transactions. The execution, delivery and performance of this Agreement and the Ancillary Agreements has been authorized by the special committee of independent directors of EQV and the EQV Board and, subject to the receipt of the EQV Required Vote, the consummation of the Transactions have been duly authorized by all necessary corporate actions. No other vote of the equityholders of EQV, other than the EQV Required Vote, is necessary to approve this Agreement and the Ancillary Agreements and the Transactions. (f) A correct and complete copy of the EQV Governing Documents, as in effect on the Execution Date, are filed as Exhibit 3.1 to the Form 8-K filed with the SEC on August 8, 2024. EQV is not the subject of any bankruptcy, dissolution, liquidation, reorganization or similar proceeding.

Organization; Authority; Enforceability. The Parent and each Target Company is (a) The Company is a corporation duly incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing existing, and in good standing (or the equivalent thereofequivalent), if applicable) , under the Laws of its respective jurisdiction of incorporation or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not(or the equivalent), individually or if applicable, in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. be material to any Target Company and (dc) No Group Company is in violation of any of has the requisite power and authority to own, lease and operate its Governing Documentsproperties and to carry on its businesses as presently conducted. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the The Parent and each Target Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be they are a party and to consummate the transactions contemplated hereby and thereby and has taken all corporate or other legal entity action necessary in order to execute, deliver and except with respect to any Target Company the obtaining of the Parent shareholder approval, perform its respective obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. Other than The Parent and each Target Company has duly approved this Agreement and the Requisite Company Stockholder ApprovalAncillary Agreements to which they are a party and to consummate the transactions contemplated hereby and thereby and each has duly authorized the execution, the execution delivery and delivery performance of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicableParent and such Target Company and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, been duly executed and delivered by such Group the Parent and each Target Company and are or will be Enforceable against constitutes the valid and binding agreement of the Parent each applicable Group Target Company, assuming enforceable against such Party in accordance with its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Correct and complete copies of the Requisite Company Stockholder Approval is obtainedGoverning Documents of each Target Company, as in effect on the date hereof, have been made available to SPAC.

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. No Subsidiary of the Company that is not a Company Material Subsidiary accounts for a material portion of the Liabilities of the Group Companies, taken as a whole. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each any Group Company will be a party will be, duly executed and delivered by such each applicable Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other applicable business entity, as the case may be, and each other Group Company is duly organized, incorporated, formed or registered, as applicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its respective jurisdiction of formation formation, incorporation, registration or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, reasonably be reasonably expected to have be material to the Group Companies, taken as a Material Adverse Effectwhole. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected material to have the Group Companies, taken as a Material Adverse Effectwhole. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of BusinessBusiness or as contemplated in connection with the Transactions) or similar proceeding. (e) Other than as set forth on Schedule 3.1(e) of the Requisite Company Stockholder ApprovalDisclosure Schedules, the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. . (f) Other than as set forth on Schedule 3.1(e) of the Requisite Company Stockholder ApprovalDisclosure Schedules, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company Company, assuming due authorizations, execution and delivery by the other parties hereto and thereto, and are or will be Enforceable against each applicable Group Company, assuming the Requisite approvals set forth on Schedule 3.1(e) of the Company Stockholder Approval is Disclosure Schedules are obtained.

Organization; Authority; Enforceability. (a) The Company Each of the SPAC and Merger Sub is a corporation incorporated and is duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has The SPAC Parties have all the requisite corporate, limited liability company or other applicable corporate power and authority to own, lease and operate its their respective assets and properties and to carry on its their respective businesses as presently conducted in all material respects. (c) Each Group Company SPAC Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have be material to the SPAC Parties, taken as a Material Adverse Effectwhole. (d) No Group Company SPAC Party is in violation of any of its Governing Documents. None of the Group Companies , except as would not be material, nor is it the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company Each SPAC Party has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and and, subject to the receipt of the SPAC Required Vote approving the Required SPAC Stockholder Voting Matters, to consummate the Transactions. Other than the Requisite Company Stockholder ApprovalThe execution, the execution delivery and delivery performance of this Agreement and the Ancillary Agreements and to which a SPAC Party is or will be a party, and, subject to the receipt of the SPAC Required Vote approving the Required SPAC Stockholder Voting Matters, the consummation of the Transactions by the Group Companies Transactions, have been duly authorized by all necessary corporate, limited liability company or other business entity corporate actions, as applicable, including by the SPAC Board and the board of directors of Merger Sub. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company any SPAC Party is or will be a party is or will be, ) duly executed and delivered by such Group Company SPAC Party and are or will be Enforceable against each applicable Group Companysuch SPAC Party. No other corporate actions on the part of the SPAC, assuming except for the Requisite Company SPAC Required Vote approving the Required SPAC Stockholder Approval Voting Matters, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which the SPAC is obtainedor will be a party or the consummation of the Transactions. (f) A correct and complete copy of the Existing SPAC Charter, as in effect on the Execution Date, is filed as Exhibit 3.1 to the Form 10-Q filed by the SPAC with the SEC on August 29, 2023. A correct and complete copy of the SPAC Bylaws, as in effect on the Execution Date, is filed as Exhibit 3.2 to the Form 10-K filed by the SPAC with the SEC on April 25, 2023.

Organization; Authority; Enforceability. (a) The Company (i) is a corporation incorporated duly organized or formed, validly existing, and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporationFinland, limited liability company or other business entity, as the case may be, and each other Group Company (ii) is duly organized, validly existing qualified or licensed and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of in each jurisdiction in which the conduct nature of its business or location the ownership, lease or use of its properties or assets and/or properties makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. , and (diii) No Group Company is in violation of any of has the requisite corporate power and authority to own, lease and operate its Governing Documentsproperties and assets and to carry on its businesses as presently conducted. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder to consummate the Transactions, and has the requisite corporate, limited liability company taken all corporate or other business legal entity power action (other than the Company Shareholder Approval) that is necessary in order to execute, deliver and authorityperform its obligations hereunder and thereunder to consummate the Transactions. (b) The Company Board has duly approved and authorized the execution, as applicable, to execute delivery and deliver performance of this Agreement and the Ancillary Agreements to which it is or will be a party and the Transactions and determined that this Agreement, the Ancillary Agreements and the Transactions are in the best interests of the Company and its shareholders. Subject to perform its obligations hereunder the Company Shareholder Approval, no other corporate proceedings on the part of the Company Entities (including any action by the Company Board or holders of Equity Interests of the Company Entities) are necessary to approve and thereunderauthorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is or will be a party and to consummate the Transactions. Other than The Company SHA Approval has been obtained by the Requisite Company Stockholder Approvalin accordance with applicable Laws, the Company Articles and the Company SHA. (c) This Agreement has been duly executed and delivered by the Company and, assuming due execution and delivery by the other Parties, constitutes the valid and binding agreement of this Agreement the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Company Governing Documents and the Ancillary Agreements Company SHA, each as in effect on the date hereof have been made available to APHC, and the consummation Company is not in violation of the Transactions by Company Governing Documents or the Group Companies have been Company SHA. (d) Each Company Subsidiary: (i) is duly authorized by organized, validly existing and in good standing (or the equivalent, and where such concept of good standing is applicable) under the Laws of its jurisdiction of organization; (ii) has all necessary requisite corporate, partnership, limited liability company or other business entity actionsorganizational, as applicable. This Agreement has been, power and authority to own, lease and use its properties and assets and to conduct its business as it is currently being conducted; and (iii) is duly qualified or licensed and in good standing (or the equivalent, and where such concept of good standing is applicable) to do business in each jurisdiction in which the nature of its business or the ownership, lease or use of its properties or assets makes such qualification necessary, except, in each case, where the failure to be so licensed or qualified or in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. None of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and Subsidiaries are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedin violation of their respective Governing Documents in any material respect.

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated and in good standing under Where the Laws of the State of Delaware. Each other Group Company Seller is a corporation, limited liability such Seller is a corporation or company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicableits equivalent) under the federal Laws of its respective jurisdiction Canada or the Laws of formation or organization (as applicable)the Province of British Columbia, except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company respectively. Such Seller has all the requisite corporate, limited liability company or other applicable necessary power and authority to own, operate or lease the properties and operate its assets and properties now owned, operated or leased by it and to carry on its businesses business as presently conducted in it is currently conducted. Such Seller has all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate necessary power and authority to execute and deliver enter into this Agreement and each Group Company has the requisite corporate, limited liability company or all other business entity power and authority, as applicable, to execute and deliver the Ancillary Transaction Agreements to which it such Person is a party, to carry out his or will be a party and to perform its obligations hereunder and thereunder, thereunder (including transferring and delivering to Buyer valid title to the Shares owned by such Seller) and to consummate the TransactionsTransaction. Other than the Requisite Company Stockholder ApprovalThe execution, the execution delivery and delivery performance by such Seller of this Agreement and the Ancillary other Transaction Agreements to which such Seller is a party, and the consummation of the Transactions Transaction, are within the corporate or individual power and capacity of Seller, as applicable. The execution, delivery and performance by such Seller of this Agreement and the Group Companies other Transaction Agreements to which such Seller is a party, and the consummation by such Seller of the Transaction, have been duly and validly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This and no other action on the part of such Seller is necessary to authorize his or its execution, delivery and performance of this Agreement has been, and each of the Ancillary other Transaction Agreements to which each Group Company will be such Seller is a party, and the consummation by such Seller of the Transaction. (b) This Agreement and the other Transaction Agreements to which such Seller is a party will be, have been duly executed and delivered by such Seller, and (assuming due authorization, execution and delivery by Buyer) this Agreement the other Transaction Agreements to which such Seller is a party constitute a legal, valid and binding obligation of such Seller, as applicable, enforceable against such Seller in accordance with its terms, except as enforceability may be limited by the Enforceability Exception. (c) ‎Where such Seller is an individual, the spouse of each Seller has not in any manner whatever contributed work, money or money’s ‎‎worth in respect of the acquisition, management, maintenance, operation or improvement of the ‎‎Company Group Company and are nor has the spouse of such Seller assumed any responsibility within the meaning ‎of ‎Family Law Act (British Columbia), in either case which gives them an interest in ‎any ‎or all of the Shares of such Seller‎. No order has been given under the Family Law Act (British Columbia), which ‎would or will be Enforceable against each applicable Group Company, assuming does affect the Requisite Company Stockholder Approval Shares or the title of any Seller thereto in any manner whatever nor is obtained.‎there any application threatened or pending under Family Law Act (British Columbia) or ‎otherwise by the spouse of such Seller for an order which might affect the Shares or such Seller’s ‎title thereto.‎

Organization; Authority; Enforceability. Each BioTE Company is (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company duly organized or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing and in good standing (or the equivalent thereof, if applicableequivalent) under the Laws of its respective jurisdiction of organization or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not, individually (or the equivalent) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Effect and (dc) No Group each BioTE Company has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the BioTE Companies have taken all limited liability company action necessary in violation order to execute, deliver and perform their respective obligations hereunder and under and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and no other limited liability company proceedings on the part of any BioTE Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (the “Enforceability Exceptions”). Correct and complete copies of the Governing DocumentsDocuments of each BioTE Company, as in effect on the Effective Date, have been made available to the Buyer. None of the Group BioTE Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company Artius has been duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the Domestication, is and will be validly existing and in good standing under the laws of the Cayman Islands. Upon the occurrence of the Domestication, Artius will be duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation incorporated duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company of Artius and Merger Sub is a corporation, limited liability company or other (i) qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be a foreign entity in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a an Artius Material Adverse Effect. Effect and (dii) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Artius and Merger Sub has the requisite power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approvaltransactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, the execution Ancillary Agreements to which Artius or Merger Sub is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Artius or Merger Sub board of directors action on the part of Artius or Merger Sub, as applicable. Subject to the receipt of the Required Artius Vote, no other corporate proceedings on the part of Artius or Merger Sub (including any action by Artius Board or holders of Equity Interests of Artius or Merger Sub), are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Artius or Merger Sub is a party and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicabletransactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party executed and delivered by Artius and Merger Sub at Closing will be, duly executed and delivered by such Group Company Artius and are or will be Enforceable Merger Sub and constitute valid and binding agreement of Artius and Merger Sub, enforceable against each applicable Group CompanyArtius and Merger Sub in accordance with their respective terms, assuming subject to the Requisite Company Stockholder Approval is obtainedRemedies Exceptions.

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly formed or organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) would not, individually or in the aggregate, not reasonably be reasonably expected to have a Company Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group The Company is duly qualified, licensed or registered to do business under the Laws not in violation of each jurisdiction in which the conduct any of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Governing Documents and no other Group Company is in material violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than any internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (ed) Other than the Requisite Company Stockholder Approval, the The Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will is contemplated hereby to be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby, subject in the case of the consummation of the Company Merger, to receiving the Company Written Consent. Other than the Requisite Company Stockholder ApprovalWritten Consent, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicableactions on behalf of the Company. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company will is contemplated hereby to be a party will be, ) duly executed and delivered by such Group the Company and are constitutes a valid, legal and binding agreement of each of the Group Companies, as applicable, enforceable against the Group Companies, as applicable, in accordance with their respective terms except as such may be limited by bankruptcy, insolvency, reorganization or will other Laws affecting creditors’ rights generally and by general equitable principles. (e) Each Company Subsidiary is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or locations of its assets and/or properties makes such qualification necessary, except where the failure to be Enforceable against each applicable Group Company, assuming the Requisite so qualified would not reasonably be expected to have a Company Stockholder Approval is obtainedMaterial Adverse Effect.

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, necessary except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have be material to the Group Companies, taken as a Material Adverse Effectwhole. (d) No Group Company is in material violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approvalas set forth on Schedule 3.2, the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. Other than the Requisite Company Stockholder Approvalas set forth on Schedule 3.2, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is approvals set forth on Schedule 3.2 are obtained.

Organization; Authority; Enforceability. (a) The Company Such Blocker is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, or limited liability company or other business entitycompany, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction the State of formation or organization (as applicable)Delaware, except where the failure to be in good standing (or the equivalent thereof, if applicable) would not, individually or in the aggregate, not reasonably be reasonably expected to have a Material Adverse Effectmaterial adverse effect on such Blocker’s ability to consummate the applicable Blocker Merger. (b) Each Group Company Such Blocker has all the requisite corporate, corporate or limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects, except where the failure to have such power or authority would not reasonably be expected to have a material adverse effect on such Blocker’s ability to consummate the applicable Blocker Merger. (c) Such Blocker is not in material violation of any of the Governing Documents of such Blocker. Such Blocker is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than any internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (d) Such Blocker has the requisite corporate or limited liability company power and authority, as applicable, to execute and deliver this Agreement and to execute and deliver the Ancillary Agreements to which it is or is contemplated hereby to be a party and to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, subject in the case of the consummation of such Blocker’s Blocker Merger, to receiving such Blocker’s Blocker Written Consent. Such Blocker’s Blocker Written Consent is the only vote or approval of the holders of any class or series of capital stock of such Blocker necessary to adopt this Agreement and to approve the transactions contemplated hereby. The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate or limited liability company actions on behalf of such Blocker, as applicable. This Agreement has been (and each of the Ancillary Agreements to which such Blocker is or is contemplated hereby to be a party will be) duly executed and delivered by such Blocker and constitutes a valid, legal and binding agreement of such Blocker, enforceable against such Blocker in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. (e) Each Group Company Blocker is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and material adverse effect on such Blocker’s ability to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedBlocker Merger.

Organization; Authority; Enforceability. (a) The Company Each of dMY and Merger Sub is (i) a corporation incorporated duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company , (ii) qualified to do business and is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be a foreign entity in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties or its leasing, ownership, or operation of properties, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a dMY Material Adverse Effect. Effect and (diii) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of dMY and Merger Sub has the requisite power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approvaltransactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, the execution Ancillary Agreements to which dMY or Merger Sub is a party. and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite dMY or Merger Sub board of directors action on the part of dMY or Merger Sub, as applicable. Subject to the receipt of the Required dMY Vote, no other corporate proceedings on the part of dMY or Merger Sub (including any action by dMY Board or holders of Equity Interests of dMY or Merger Sub) are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which dMY or Merger Sub is a party and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actionstransactions contemplated hereby and thereby. (c) The dMY Board has, as applicable. of the date of this Agreement, unanimously (i) declared the advisability of the Transactions, (ii) determined that the Transactions are in the best interests of the stockholders of dMY, (iii) determined that the Transactions constitutes a “Business Combination” as such term is defined in the dMY A&R Certificate of Incorporation and (iv) recommended that the dMY Stockholders approve the dMY Stockholder Voting Matters (the “dMY Board Recommendation”). (d) The Merger Sub’s board of directors, has, as of the date of this Agreement unanimously, by resolutions, (i) declared the advisability of the Transactions, (ii) determined that the Transactions are in the best interests of the sole stockholder of Merger Sub and (iii) recommended that the sole stockholder of Merger Sub approve and adopt this Agreement and approve the Merger. (e) This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party executed and delivered by dMY and Merger Sub at Closing will be, duly executed and delivered by such Group Company dMY and are or will be Enforceable Merger Sub and constitute valid and binding agreement of dMY and Merger Sub, enforceable against each applicable Group CompanydMY and Merger Sub in accordance with their respective terms, assuming subject to the Requisite Company Stockholder Approval is obtainedRemedies Exceptions.

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing (or the equivalent thereof, if applicable) would not, individually or in the aggregate, not reasonably be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (d) No The Company is not in violation of any of its Governing Documents and no other Group Company is in material violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the The Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby, subject in the case of the consummation of the Company Merger, to receiving the Company Written Consent. Other than the Requisite Company Stockholder Approval, the The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company will be a party will be, ) duly executed and delivered by such Group Company and are or will be Enforceable against constitutes a valid, legal and binding agreement of each applicable Group Company, assuming the Requisite enforceable against such Group Company Stockholder Approval is obtainedin accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. Each Target Company is (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company duly organized or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing existing, and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of organization or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not(or the equivalent, individually or and where such concept of good standing is applicable) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. Effect and (dc) each Target Company has the requisite corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of NewCo, the Company, MidCo and Merger Sub has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The board of directors of each of NewCo, the Company, MidCo and Merger Sub has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by NewCo, the Company, MidCo or Merger Sub, as applicable, and the Ancillary Agreement to which it is a party. No Group other corporate or equivalent proceedings on the part of any Target Company (including any action by the board of directors (or equivalent governing body) or holders of Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby, other than the following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (b) the consents of NewCo and the Company, as set forth on Section 3.1 of the Company Disclosure Letter, necessary to approve, authorize and effect the Pre-Closing Reorganization, the Redemption and the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by which the NewCo or Company is bound (the consents in violation clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of any NewCo, the Company and Merger Sub, as applicable, and all applicable contracts by which NewCo, the Company or Merger Sub is bound. This Agreement has been duly executed and delivered by each of NewCo, the Company, MidCo and Merger Sub, and constitutes the valid and binding agreement of each of such Party, enforceable against each such Party in accordance with its Governing Documentsterms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. None Correct and complete copies of the Group Governing Documents of each of NewCo, the Company, MidCo and Merger Sub, as in effect on the date hereof, have been made available to dMY. Except as set forth on Section 3.1 of the Company Disclosure Letter, none of the Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company Until the occurrence of the Domestication, the Buyer is a corporation an exempted company with limited liability duly incorporated under the Laws of the Cayman Islands with the requisite power and authority to enter into this Agreement and to perform its obligations hereunder, and upon the occurrence of the Domestication, the Buyer will be duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company Merger Sub is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company Merger Sub is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction the State of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse EffectDelaware. (b) Each Group Company has The Buyer Parties have all the requisite corporate, corporate or limited liability company or other applicable power and authority to own, lease and operate its their assets and properties and to carry on its their businesses as presently conducted in all material respects. (c) Each Group Company Buyer Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have be material to the Buyer Parties, taken as a Material Adverse Effectwhole. (d) No Group Company is in violation of any of its Governing Documents. None A correct and complete copy of the Group Companies Buyer Memorandum and Articles, as in effect on the Effective Date, are filed as Exhibit 3.1 to the Form 8-K filed with the SEC on April 28, 2020. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company Each Buyer Party has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, or limited liability company or other business entity power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and and, subject to the receipt of the requisite approval of the Buyer Shareholder Voting Matters by the Buyer Shareholders, to consummate the Transactionstransactions contemplated hereby and thereby. Other than the Requisite Company Stockholder Approval, the The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, corporate or limited liability company or other business entity actions, as applicable. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company Buyer Party will be a party will be, ) duly executed and delivered by such Group Company Buyer Party and are constitutes a valid, legal and binding agreement of each Buyer Party, enforceable against such Buyer Party in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedother Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. Each RSI Company is (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company duly organized or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing existing, and in good standing (or the equivalent thereof, if applicableequivalent) under the Laws of its respective jurisdiction of organization or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not, individually (or the equivalent) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. Effect and (dc) each RSI Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No Group Company is in violation other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of its Governing Documentsthis Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. None This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Group Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company Buyer is a corporation incorporated duly incorporated, validly existing and in good standing under the Laws of the State of DelawareDelaware with the requisite power and authority to enter into this Agreement and to perform its obligations hereunder. Each other Group of Company Merger Sub and Blocker Merger Sub is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of the State of Delaware with the requisite power and authority to enter into this Agreement and to perform its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effectobligations hereunder. (b) Each Group Company has Buyer Party have all the requisite corporate, corporate or limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses business as presently conducted in all material respects. (c) Each Group Company Buyer Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have be material to the Buyer Parties, taken as a Material Adverse Effectwhole. (d) No Group Company is in violation of any of its Governing Documents. None A correct and complete copy of the Group Companies A&R Buyer Certificate of Incorporation, as in effect on the Effective Date, is filed as Exhibit 3.1 to the Form 8-K filed with the SEC on March 8, 2021. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company Each Buyer Party has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, or limited liability company or other business entity power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunderthereunder and, and subject to the receipt of the requisite approval of the Buyer Shareholder Voting Matters by the Buyer Shareholders, to consummate the Transactionstransactions contemplated hereby and thereby. Other than the Requisite Company Stockholder Approval, the The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, corporate or limited liability company or other business entity actions, as applicable. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company Buyer Party will be a party will be, ) duly executed and delivered by such Group Company Buyer Party and are constitutes a valid, legal and binding agreement of each Buyer Party, enforceable against such Buyer Party in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedother Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. (a) The Company Each Seller Party is a corporation incorporated or other legal entity duly incorporated, organized or formed, validly existing, and in good standing under the Laws of the State state of Delawareits jurisdiction of incorporation, organization or formation. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company Seller Party is duly organized, validly existing authorized to conduct the Business and is in good standing (or the equivalent thereof, if applicable) under the Laws of each jurisdiction where such qualification is required. Each Seller Party has the requisite power and authority necessary to own or lease the Acquired Assets owned or leased by it and its respective jurisdiction other properties and to carry on the Business as currently conducted. Each Seller Party has the corporate or other legal entity power and authority, and has taken all action necessary, to authorize, execute and deliver the Transaction Documents to which it is or will be a party, to consummate the transactions contemplated thereby and to perform its obligations thereunder, and no other action or approval on the part of formation any Seller Party, or organization the stockholders or other equity holders of any Seller Party, is necessary to authorize and approve the Transaction Documents and the transactions contemplated thereby, other than the receipt of the Parent Stockholder Approval. Each Transaction Document to which each Seller Party is a party has been duly authorized and has been (or will be at Closing) duly executed and delivered by such Seller Party and (assuming the due authorization, execution and delivery by Buyer and Parent, as applicable)) constitutes the legal, except where the failure to be in good standing would notvalid and binding obligation of such Seller Party, individually or in the aggregate, be reasonably expected to have a Material Adverse EffectEnforceable against such Seller Party. (b) The Board of Directors of Parent, at a meeting duly called and held, has unanimously (i) approved and adopted this Agreement, the other Transaction Documents and the transactions contemplated hereby and thereby, (ii) determined that transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, the stockholders of Parent and (iii) resolved to submit the transactions contemplated by this Agreement to the stockholders of Parent for approval, file the Proxy Statement with the SEC and, subject to Section 7.7, make the Parent Recommendation. (c) Each Group Company Subsidiary: (i) is a corporation or other legal entity duly incorporated, organized or formed and validly existing under the Laws of the state of its jurisdiction of incorporation, organization or formation; (ii) is licensed or qualified to conduct the Business in each jurisdiction where it is required to be so licensed or qualified; and (iii) has all the requisite corporate, limited liability company or other applicable power and authority to own, own or lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or Business in the aggregate, reasonably be expected to have a Material Adverse Effectmanner currently conducted. (d) No Group Company is in violation of any of its Governing Documents. None True and complete copies of the Group Companies is the subject Organizational Documents of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement each Seller Party and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies Subsidiary have been duly authorized by all necessary corporate, limited liability company delivered or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements made available to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedBuyer.

Organization; Authority; Enforceability. Each Company Entity is (a) The Company is a corporation incorporated duly formed, validly existing, and in good standing under the Laws of the State of Delaware. Each other Group Company , (b) qualified to do business and is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereofequivalent), if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. be material to such Company Entity, and (dc) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the all requisite corporate or limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each Company Entity has all requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will is required to be a party or bound and to consummate the transactions contemplated hereby and thereby, subject to the Company Member Approval, and each Company Entity has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and thereunderto consummate the transactions contemplated hereby and thereby. Each Company Entity’s board of managers or board of directors, as applicable, in accordance with such Company Entity’s Governing Documents and any applicable Law or Contract to which such Company Entity or any of such Company Entity’s members or stockholders is a party or by which it or its Equity Securities are bound, has duly approved this Agreement and the Ancillary Agreements to which it is or is required to be a party or bound and to consummate the Transactionstransactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by such Company Entity and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. Other than The Company Member Approval is the Requisite Company Stockholder Approvalonly vote or consent necessary to approve and authorize the execution, the execution delivery and delivery performance of this Agreement and the Ancillary Agreements and to consummate the consummation transactions contemplated hereby and thereby and, following receipt of the Transactions by the Group Companies have been duly authorized by all necessary corporateCompany Member Approval, no other corporate or limited liability company or other business entity actionsproceedings on the part of the Company Entities is necessary to approve and authorize the execution, as applicabledelivery and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, been duly executed and delivered by such Group each Company Entity and are or will be Enforceable constitutes the valid and binding agreement of each Company Entity, enforceable against each Company Entity in accordance with its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Group CompanyLaws (the “Enforceability Exceptions”). Correct and complete copies of the Governing Documents of each Company Entity, assuming as in effect on the Requisite Company Stockholder Approval is obtaineddate hereof, have been made available to SPAC.

Organization; Authority; Enforceability. (a) The Company Until the occurrence of the Domestication, the Buyer is an exempted company with limited liability duly incorporated, validly existing and in good standing under the Laws of the Cayman Islands and upon the occurrence of the Domestication, the Buyer will be a Delaware corporation incorporated duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company The Buyer is a corporation, limited liability company or other qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be a foreign entity in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct character of its business properties, or location in which the transaction of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a Buyer Material Adverse Effect. (d) No Group Company . The Buyer has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is in violation a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of any of its Governing Documents. None this Agreement, the Ancillary Agreements to which the Buyer is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Board action on the part of the Group Companies Buyer. No other proceedings on the part of the Buyer (including any action by the Buyer Board or the Buyer Shareholders), except for the receipt of the Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which the Buyer is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by the Buyer at Closing will be, duly executed and delivered by Buyer and constitute valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Second Amended and Restated Memorandum and Articles of Association of the Buyer, as in effect on the Effective Date, are filed as Exhibit 3.1 to the Form 8-K filed with the SEC on October 10, 2018. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. Each ZB Company is (a) The Company is a corporation duly incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing existing, and in good standing (or the equivalent thereofequivalent), if applicable) , under the Laws of its respective jurisdiction of incorporation or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not(or the equivalent), individually or if applicable, in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. be material to the ZB Companies and (dc) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the each ZB Company has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each ZB Company has the corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and each ZB Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its respective obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. Other than the Requisite Each ZB Company Stockholder Approval, the execution and delivery of has duly approved this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the consummation of Ancillary Agreements and to consummate the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicabletransactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, been duly executed and delivered by the ZB Companies and constitutes the valid and binding agreement of the ZB companies, enforceable against such Group Company Party in accordance with its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and are or will be Enforceable against mandatory applicable Laws. Correct and complete copies of the Governing Documents of each applicable Group ZB Company, assuming as in effect on the Requisite Company Stockholder Approval is obtaineddate hereof, have been made available to SPAC.

Organization; Authority; Enforceability. (a) The Company Parent is a corporation duly incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has Delaware with the requisite corporate power and authority to execute and deliver enter into this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements Documents to which it is or will be a party and to perform its obligations hereunder and thereunder. Each of Merger Sub I and Merger Sub II is a limited liability company duly incorporated under the Laws of the State of Delaware with the requisite limited liability power and authority to enter into this Agreement and the Ancillary Documents to which it is a party and to perform its obligations hereunder and thereunder. Each of Parent, Merger Sub I and Merger Sub II has the requisite corporate and limited liability company power, as applicable, and authority and has taken all requisite corporate and limited liability company action, as applicable, to execute and deliver this Agreement and the Ancillary Documents to which it is a party and to consummate the Transactionstransactions contemplated hereby and thereby. Other than the Requisite Company Stockholder ApprovalThe execution, the execution delivery and delivery performance of this Agreement and the Ancillary Agreements Documents contemplated hereby to be executed and delivered by Parent, Merger Sub I or Merger Sub II and the consummation of the Transactions by the Group Companies transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Parent, Merger Sub I and Merger Sub II and no other proceedings on the part of Parent, Merger Sub I or Merger Sub II are necessary corporateto authorize the execution, limited liability company delivery or other business entity actionsperformance of this Agreement or the Ancillary Documents contemplated hereby to be executed and delivered by Parent, as applicableMerger Sub I and Merger Sub II. This Agreement has been, and each of the Ancillary Agreements Documents contemplated hereby to which each Group Company be executed and delivered by Parent, Merger Sub I and Merger Sub II have been (or, when executed and delivered, will be a party will be, have been) duly executed and delivered by Parent and Merger Sub, as applicable, and constitute valid and binding obligations of Parent, Merger Sub I and Merger Sub II, enforceable against Parent, Merger Sub I and Merger Sub II in accordance with their terms, except as such Group Company may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedby general equitable principles.

Organization; Authority; Enforceability. Each OppFi Company is (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company duly organized or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing and in good standing (or the equivalent thereof, if applicableequivalent) under the Laws of its respective jurisdiction of organization or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not, individually (or the equivalent) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Effect and (dc) No Group each OppFi Company has the requisite limited liability company power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the OppFi Companies have taken all limited liability company action necessary in violation order to execute, deliver and perform their respective obligations hereunder and under and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby and no other limited liability company proceedings on the part of any OppFi Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing DocumentsDocuments of each OppFi Company, as in effect on the Effective Date, have been made available to the Buyer. None of the Group OppFi Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company Each of Irish Holdco and Merger Sub (a) is a corporation duly organized, incorporated or formed, validly existing, and in good standing under the Laws laws of the State state or country of Delaware. Each other Group Company is a corporationits incorporation, limited liability company or other business entity, as the case may be, and each other Group Company (b) is duly organized, validly existing qualified or licensed and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of in each jurisdiction in which the conduct nature of its business or location the ownership, lease or use of its properties or assets and/or properties makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a an Irish Holdco Material Adverse Effect. , and (dc) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as presently conducted. Each of Irish Holdco and Merger Sub has the corporate power and authority to execute and deliver this Agreement and each Group Company the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions, and has the requisite corporate, limited liability company taken all corporate or other business legal entity power action necessary in order to execute, deliver and authorityperform its obligations hereunder and thereunder and to consummate the Transactions. Irish Holdco is, and as applicableof the Closing will be, to execute a corporate tax resident of Ireland. (b) Each of Irish Holdco Board and deliver Merger Sub Board has duly approved and authorized the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder the Transactions and thereunderdetermined that this Agreement, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation Transactions are in the best interests of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. each of Irish Holdco and Merger Sub and their shareholders. (c) This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, been duly executed and delivered by such Group Company Irish Holdco and are Merger Sub and, assuming due execution and delivery by the other Parties, constitutes the valid and binding agreement of Irish Holdco and Merger Sub, enforceable against Irish Holdco and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization or will be Enforceable against each applicable Group other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of Irish Holdco and Merger Sub’s Governing Documents as in effect on the date hereof have been made available to the Company, assuming the Requisite Company Stockholder Approval and Irish Holdco and Merger Sub are not in violation of their Governing Documents. (d) Merger Sub is obtainedand has at all times since its formation been properly classified as an association taxable as a corporation for U.S. federal (and, where applicable, state and local) income Tax purposes. (e) Irish Holdco does not have any Subsidiaries other than Merger Sub. Except for Irish Holdco’s ownership of Merger Sub, neither Irish Holdco nor Merger Sub owns, directly or indirectly, any equity or voting interest in any Person.

Organization; Authority; Enforceability. (a) The Company (i) is a corporation incorporated duly organized or formed, validly existing, and in good standing under the Laws of the State of Delaware. Each other Group Company , (ii) is a corporation, limited liability company or other qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or a foreign entity in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not reasonably be expected to have a Material Adverse Effect and (iii) has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and to consummate the transactions contemplated hereby and thereby (b) The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action by the board of directors of the Company. Subject to the Company Stockholder Approval, no other corporate proceedings on the part of the Acquired Companies (including any action by the board of directors of the Company or holders of Equity Interests of the Acquired Companies) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company Stockholder Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of the Acquired Companies and all applicable Contracts by which the Acquired Companies are bound. (c) This Agreement has been duly executed and delivered by the Company, and assuming due authorization, execution and delivery by the other Parties to this Agreement, constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (the “Remedies Exceptions”). Correct and complete copies of the Governing Documents of the Company as in effect on the date hereof have been made available to Artius. (d) Each Company Subsidiary: (i) is duly organized, validly existing and in good standing under the Laws of its jurisdiction of organization; (ii) has all requisite corporate, partnership, limited liability company or other organizational, as applicable, power and authority to own, lease and use its properties and assets in all material respects in a manner in which its property and assets are currently owned, leased and used and to conduct its business as it is currently being conducted; and (iii) is duly qualified or licensed and in good standing to do business as a foreign corporation, partnership, limited liability company or other legal entity, as applicable, in each jurisdiction in which the nature of its business or the ownership, lease or use of its properties or assets makes such qualification necessary, except, in each case, in jurisdictions where the failure to be so licensed or qualified or in good standing would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject Company Subsidiaries are in violation of their respective Governing Documents in any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceedingmaterial respect. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. Each ▇▇▇ Company is (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company duly organized or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing existing, and in good standing (or the equivalent thereof, if applicableequivalent) under the Laws of its respective jurisdiction of formation organization or organization formation, (as applicable), except where the failure b) qualified to be do business and is in good standing would not, individually (or the equivalent) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Effect and (dc) No Group each ▇▇▇ Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is in violation a party and to consummate the transactions contemplated hereby and thereby. The board of any of its Governing Documents. None managers of the Group Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No other limited liability company proceedings on the part of the Company are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each ▇▇▇ Company, as in effect on the date hereof, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the Utz Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company Each of Irish Holdco and Merger Sub (a) is a corporation duly organized, incorporated or formed, validly existing, and in good standing under the Laws laws of the State state or country of Delaware. Each other Group Company is a corporationits incorporation, limited liability company or other business entity, as the case may be, and each other Group Company (b) is duly organized, validly existing qualified or licensed and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of in each jurisdiction in which the conduct nature of its business or location the ownership, lease or use of its properties or assets and/or properties makes such qualification necessary, except where the failure to be so licensed or qualified or in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a an Irish Holdco Material Adverse Effect. , and (dc) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to own, lease and operate its properties and assets and to carry on its businesses as presently conducted. Each of Irish Holdco and Merger Sub has the corporate power and authority to execute and deliver this Agreement and each Group Company the Ancillary Agreements to which it is a party, to carry out its obligations hereunder and thereunder and to consummate the Transactions, and has the requisite corporate, limited liability company taken all corporate or other business legal entity power action necessary in order to execute, deliver and authorityperform its obligations hereunder and thereunder and to consummate the Transactions. Irish Holdco is, and as applicableof the Closing will be, to execute a corporate tax resident of Ireland. (b) Each of Irish Holdco Board and deliver Merger Sub Board has duly approved and authorized the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder the Transactions and thereunderdetermined that this Agreement, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation Transactions are in the best interests of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. each of Irish Holdco and Merger Sub and their shareholders. (c) This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, been duly executed and delivered by such Group Company Irish ▇▇▇▇▇▇ and are ▇▇▇▇▇▇ Sub and, assuming due execution and delivery by the other Parties, constitutes the valid and binding agreement of Irish Holdco and Merger Sub, enforceable against Irish Holdco and Merger Sub in accordance with its terms, subject to bankruptcy, insolvency, reorganization or will be Enforceable against each applicable Group other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of Irish Holdco and Merger Sub’s Governing Documents as in effect on the date hereof have been made available to the Company, assuming the Requisite Company Stockholder Approval and Irish Holdco and Merger Sub are not in violation of their Governing Documents. (d) Merger Sub is obtainedand has at all times since its formation been properly classified as an association taxable as a corporation for U.S. federal (and, where applicable, state and local) income Tax purposes. (e) Irish Holdco does not have any Subsidiaries other than Merger Sub. Except for Irish Holdco’s ownership of Merger Sub, neither Irish Holdco nor Merger Sub owns, directly or indirectly, any equity or voting interest in any Person.

Organization; Authority; Enforceability. (a) The Archaea and the Company is are each a corporation incorporated and in good standing limited liability company formed under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, necessary except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have be material to the Group Companies, taken as a Material Adverse Effectwhole. (d) No Group Company is in material violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than the Pre-Closing Reorganization and any internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approvalas set forth on Schedule 3.2, the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. Other than the Requisite Company Stockholder Approvalas set forth on Schedule 3.2, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is approvals set forth on Schedule 3.2 are obtained.

Organization; Authority; Enforceability. Each Eos Company and Newco Company is (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entitycompany, as the case may beduly formed, and each other Group Company is duly organized, validly existing existing, and in good standing (or the equivalent thereof, if applicableequivalent) under the Laws of its respective jurisdiction of formation or organization and (as applicable), except where the failure b) qualified to be do business and is in good standing would not, individually (or the equivalent) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (d) No Group Effect on the Eos Companies. Each Eos Company is in violation of any of and Newco Company has all requisite limited liability company power and authority to own, lease and operate its Governing Documentsproperties and to carry on its business as now being conducted. None Each of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company and Newco has the requisite corporate limited liability company power and authority and has taken all requisite limited liability company action to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements Documents to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. Other than The Board has duly approved this Agreement, the Requisite Company Stockholder Approval, Ancillary Documents and the other transaction contemplated hereby and thereby and has duly authorized the execution and delivery of this Agreement and the Ancillary Agreements Documents, and directed that the adoption of this Agreement and the consummation Ancillary Documents be submitted to the Preferred Members for consideration and recommended that all of the Transactions by Preferred Members adopt this Agreement and the Group Companies have been duly authorized by all Ancillary Documents. The Company Unitholder Approval is the only vote or consent of any of the holders of Units of the Company necessary corporateto adopt this Agreement and the Ancillary Documents under the DLLCA and its organizational documents, limited liability company or other business entity actionseach as in effect at the time of such adoption and approval. As of the date of this Agreement, the approval of the Company, as applicablethe sole member of Newco, is the only vote or consent necessary for Newco to adopt this Agreement and the Ancillary Documents and the transactions contemplated hereby and thereby under the DLLCA and its organizational documents, each as in effect at the time of such adoption and approval. This Agreement has been, and the Ancillary Documents to which each of the Ancillary Agreements to which each Group Company will be and Newco is a party have been (or, when executed and delivered, will be, have been) duly executed and delivered by such Group the Company and are or will be Enforceable against each applicable Group CompanyNewco and, subject to the Company Unitholder Approval, assuming the Requisite due and valid authorization, execution, and delivery by each other party hereto or thereto, this Agreement and the Ancillary Documents to which each of the Company Stockholder Approval and Newco is obtainedor proposed to be a party constitute valid and binding agreements of each of the Company and Newco, enforceable against each of the Company and Newco in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. True and complete copies of the Governing Documents of each Eos Company and Newco Company, as in effect on the date hereof, have been made available to Parent.

Organization; Authority; Enforceability. (a) The Company Nocturne has been duly incorporated as an exempted company with limited liability in the Cayman Islands and, until the occurrence of the Domestication, is and will be validly existing and in good standing under the laws of the Cayman Islands. Upon the occurrence of the Domestication, Nocturne will be duly incorporated, validly existing and in good standing under the laws of the State of Delaware. Merger Sub is a corporation incorporated duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company of Nocturne and Merger Sub is a corporation, limited liability company or other (i) qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be a foreign entity in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a Material Adverse Effect. Effect and (dii) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of Nocturne and ▇▇▇▇▇▇ Sub has the requisite power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approvaltransactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, the execution Ancillary Agreements to which Nocturne or Merger Sub is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite Nocturne or Merger Sub board of directors action on the part of Nocturne or Merger Sub, as applicable. Subject to the receipt of the Required Nocturne Vote, no other corporate proceedings on the part of Nocturne or Merger Sub (including any action by Nocturne Board or holders of Equity Interests of Nocturne or Merger Sub), are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Nocturne or Merger Sub is a party and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicabletransactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party executed and delivered by Nocturne and Merger Sub at Closing will be, duly executed and delivered by such Group Company Nocturne and are or will be Enforceable Merger Sub and constitute valid and binding agreement of Nocturne and Merger Sub, enforceable against each applicable Group CompanyNocturne and Merger Sub in accordance with their respective terms, assuming subject to the Requisite Company Stockholder Approval is obtainedRemedies Exceptions.

Organization; Authority; Enforceability. (a) The Company Seller is a corporation incorporated limited liability company, duly organized, existing and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, The Seller has all requisite limited liability company or other power and authority to own, lease and operate its properties and carry on its business entityas now conducted and to enter into and perform this Agreement and each Ancillary Agreement to which it will be a party and to consummate the Transactions. The execution, as delivery and performance of this Agreement and each Ancillary Agreement to which it will be a party by the case may beSeller and the consummation by the Seller of the Transactions have been duly and validly authorized by all necessary limited liability action of the Seller. This Agreement has been, and upon their execution each Ancillary Agreement to which the Seller will be a party will have been, duly executed and delivered by the Seller and, assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and upon their execution, each Ancillary Agreement to which the Seller will be a party will constitute, a legal, valid and binding agreement of the Seller, enforceable against the Seller in accordance with its terms, except as limited by the General Enforceability Exceptions. (b) Each member of the Company Group Company is duly organizedincorporated, organized or formed, validly existing and in good standing (or the equivalent thereof, if applicablejurisdictional equivalent) under the Laws of its respective jurisdiction of incorporation, organization or formation or organization (as applicable). Each member of the Company Group has all requisite organizational power and authority and all authorizations, licenses and permits necessary to own, lease and operate its properties and to carry on its businesses as now conducted and is in good standing in each applicable jurisdiction, except where the failure to be in good standing or to hold such authorizations, licenses and permits would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (dc) The Seller has heretofore furnished to Purchaser a complete and correct copy of the certificate of incorporation, bylaws, certificate of formation or operating agreement (or equivalent organizational documents) (“Organizational Documents”), each as amended to date, of each member of the Company Group. Such Organizational Documents are in full force and effect. No member of the Company Group Company is in violation of any of the provisions of its Governing Organizational Documents. None The transfer books and minute books of each member of the Group Companies is the subject of any bankruptcyCompany Group, dissolutionif any, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized made available for inspection by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of Purchaser prior to the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company date hereof and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedtrue and complete.

Organization; Authority; Enforceability. Each Target Company is (a) The Company is a corporation incorporated duly incorporated, organized or formed, validly existing, and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporationstanding, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereofequivalent, if (where such concept is applicable) under the Laws of its respective jurisdiction of incorporation, organization or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and in good standing would not, individually or the equivalent (where such concept is applicable) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or its leasing, ownership or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Target Companies Material Adverse Effect. , and (dc) each Target Company has the requisite corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Each of NewCo, the Company and Merger Sub has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and, if and to the extent applicable, each of the other Target Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The board of directors of each of NewCo, the Company and Merger Sub has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by NewCo, the Company or Merger Sub, as applicable, and the Ancillary Agreements to which it is a party. No Group other corporate or equivalent action on the part of any Target Company (including any action by the board of directors (or equivalent governing body) or holders of Equity Interests of any Target Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, other than the following: (a) written consent of NewCo, as the sole stockholder of Merger Sub, approving and adopting this Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, (b) the written consent of the board of directors of Merger Sub, approving the Merger Agreement and the Merger pursuant to the DGCL and in accordance with applicable law and the Governing Documents of Merger Sub, and (c) the consents of NewCo and the Company, as set forth on Section 3.1 of the Company Disclosure Letter, necessary to approve, authorize and effect the Pre-Closing Reorganization, the repurchase of NewCo Common Shares pursuant to the Repurchase Agreements and the transactions contemplated hereby in accordance with all applicable Laws, NewCo’s Governing Documents, the Company’s Governing Documents and Contracts by which the NewCo or Company is bound (the consents in violation clauses (a) and (b) collectively, the “Company Required Approval”). The Company Required Approval shall be obtained in accordance with all applicable Laws and the Governing Documents of any NewCo, the Company and Merger Sub, as applicable. This Agreement has been duly executed and delivered by each of NewCo, the Company and Merger Sub and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes the valid and binding agreement of each such Party, enforceable against each such Party in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing DocumentsDocuments of each of NewCo, the Company and Merger Sub, as in effect on the date hereof, have been made available to SEAC. None of the Group Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation The Target Companies constitute all of the Transactions by entities that are required or necessary to the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each conduct of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company Business and are or will be Enforceable against each applicable Group Company, assuming adequate to conduct the Requisite Company Stockholder Approval is obtainedBusiness.

Organization; Authority; Enforceability. (a) The Company Each of Trident and Merger Sub is a corporation incorporated duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company of Trident and Merger Sub is a corporation, limited liability company or other qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be a foreign entity in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct character of its business properties, or location in which the transaction of its assets and/or properties business, makes such qualification necessary, except except, in each case, where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a Trident Material Adverse Effect. . Each of Trident and Merger Sub has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action, including by requisite Trident Board action on the part of Trident. No other proceedings on the part of Trident (dincluding any action by Trident Board or Trident Stockholders) No Group Company is in violation of any of its Governing Documents. None or Merger Sub, except for the receipt of the Group Companies Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which Trident or Merger Sub, as applicable, is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by Trident and/or Merger Sub, as applicable, at Closing will be, duly executed and delivered by Trident and/or Merger Sub, as applicable, and constitute valid and binding agreement of Trident and/or Merger Sub, as applicable, enforceable against Trident and Merger Sub, as applicable, in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Neither Trident nor Merger Sub is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated and Except as set forth in good standing under the Laws of the State of Delaware. Each other Group Company is a corporationSchedule 3.1, limited liability company or other business entity, as the case may be, and each other Group Anghami Company is duly organizedincorporated, validly existing and in good standing (or the equivalent thereof, if applicableequivalent) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company and has all the requisite corporate, limited liability company or other applicable corporate power and authority to own, lease and operate its assets and properties and to carry on its businesses business as presently conducted in all material respects. (c) now being conducted. Each Group Anghami Company is duly qualified, licensed or registered qualified to do business under and is in good standing (or the Laws of each jurisdiction equivalent) in the jurisdictions in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) Effect on the Anghami Companies. The Company has provided to Vistas accurate and complete copies of the Governing Documents of each Anghami Company, each as amended and as in effect as of the date hereof. No Group Anghami Company is in material violation of any provision of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the The Company has the all requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements Transaction Agreement to which it is or will is required to be a party and party, to perform its obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. Other than The execution and delivery by the Requisite Company Stockholder Approvalof this Agreement and each other Transaction Agreement to which it is or is required to be a party, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all requisite action on the part of the Company in accordance with the Company’s Governing Documents and the Laws of the jurisdiction of organization. The Required Company Shareholder Approval is the only vote or consent of the holders of any class or series of share capital of Anghami required to approve and adopt this Agreement and approve the transactions contemplated hereby. No other proceedings on the part of the Company are necessary to approve and authorize the execution and delivery of this Agreement and or the Ancillary other Transaction Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicabletransactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements other Transaction Agreement to which each Group the Company will is or is required to be a party will beshall be when delivered, duly executed and delivered by such Group the Company and are or will be Enforceable against each applicable Group constitutes the valid and binding agreement of the Company, assuming enforceable against the Requisite Company Stockholder Approval is obtainedin accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Certain Company Shareholders have delivered, and has not subsequently rescinded, revoked or modified in any way, the Written Consent approving the adoption of this Agreement and the transactions contemplated hereby, including the Merger, which Written Consent constitutes Required Company Shareholder Approval.

Organization; Authority; Enforceability. (a) The Company Until the occurrence of the Domestication, the Buyer is an exempted company with limited liability duly formed, validly existing and in good standing under the Laws of the Cayman Islands and upon the occurrence of the Domestication, the Buyer will be a Delaware corporation incorporated duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company The Buyer is a corporation, limited liability company or other will be qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to will be in good standing would not, individually or as a foreign entity in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct character of its business properties, or location in which the transaction of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a Buyer Material Adverse Effect. (d) No Group Company is in violation . The Buyer has the requisite power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution and delivery of any this Agreement, the performance of its Governing Documents. None Buyer’s obligations hereunder and the transactions contemplated hereby, have been duly approved and authorized by all requisite Board action on the part of the Group Companies Buyer. No other proceedings on the part of the Buyer (including, without limitation, any action by the Board or shareholders of the Buyer), except for the receipt of the Required Vote, are necessary to approve and authorize the execution and delivery of this Agreement, the performance of Buyer’s obligations hereunder and the consummation of the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Buyer and (assuming the due authorization, execution and delivery by the other parties thereto) constitutes the valid and binding agreement of the Buyer, enforceable against the Buyer in accordance with its terms, except as may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. The Buyer is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated limited liability company formed under the Laws of the State of Delaware. The Company is duly formed, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, reasonably be reasonably expected to have a Material Adverse Effectbe material to the Company. (b) Each Group The Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses business as presently conducted in all material respects. (c) Each Group The Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected material to have a Material Adverse Effectthe Company. (d) No Group The Company is not in violation of any of its Governing Documents. None of the Group Companies The Company is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of BusinessBusiness or as contemplated in connection with the Transactions) or similar proceeding. (e) Other than as set forth on Schedule 3.1(e) of the Requisite Company Stockholder ApprovalDisclosure Schedules, the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. . (f) Other than as set forth on Schedule 3.1(f) of the Requisite Company Stockholder ApprovalDisclosure Schedules, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have Company has been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group the Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group the Company, assuming due authorizations, execution and delivery by the Requisite Company Stockholder Approval is obtainedother parties hereto and thereto and are Enforceable against the Company.

Organization; Authority; Enforceability. (a) The Company SEAC is a corporation incorporated duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company SEAC is a corporation, limited liability company or other qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be a foreign entity in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct character of its business properties, or location in which the transaction of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a SEAC Material Adverse Effect. . SEAC has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which SEAC is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite SEAC Board action. No other proceedings on the part of SEAC (d) No Group Company is in violation of including any of its Governing Documents. None action by SEAC Board or SEAC Stockholders), except for the receipt of the Group Companies Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which SEAC is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by SEAC and, assuming the due authorization, execution and delivery by the other Parties hereto, constitutes a valid and binding agreement of SEAC, enforceable against SEAC in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. SEAC is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Each of the Company and its Subsidiaries is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company incorporation and has all the requisite corporate, limited liability company or other applicable corporate power and authority to own, lease own and operate its assets and properties and to carry on its businesses as presently conducted business and, in the case of the Company, to enter into and perform all material respects. (c) of its obligations under this Agreement and the Notes and to issue and sell the Notes and, in the case of each Subsidiary Guarantor, to enter into and perform all of its obligations under its Subsidiary Guarantee. Each Group of the Company and its Subsidiaries is duly qualified, licensed or registered qualified to do business under the Laws of as a foreign corporation in each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except state where the failure to be so licensed or qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. material adverse effect on the business, financial condition or operations of the Company and its Subsidiaries taken as a whole and has all corporate power, licenses, franchises and other governmental authorizations and approvals necessary to carry on its present business, with respect to which the failure to possess would have a material adverse effect on the business, financial condition or operations of the Company and its Subsidiaries taken as a whole. Schedule 8A includes a correct list as to each of the Company's Subsidiaries on the date hereof (di) No Group Company is in violation of any its name, (ii) the jurisdiction of its Governing Documentsincorporation, (iii) its capital stock issued and outstanding and the holders by percentage of that stock and (v)) whether it is a Domestic or Foreign Subsidiary. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this This Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunderSubsidiary Guarantee are, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution Notes when issued and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party delivered hereunder will be, duly executed legal, valid, binding and delivered enforceable obligations of the Company or such Subsidiary Guarantor, as the case may be, except to the extent that such enforceability may be limited by such Group Company applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors, rights generally and are by general equitable principles (regardless of whether enforcement is sought in equity or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedat law).

Organization; Authority; Enforceability. (a) The Company Seller is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicableits equivalent) under the Laws of its respective jurisdiction the State of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company California and has all the requisite corporate, limited liability company or other applicable necessary power and authority to own, operate or lease the properties and operate its assets and properties now owned, operated or leased by it and to carry on its businesses business as presently conducted in it is currently conducted. Each of Seller and the Members has all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate necessary power and authority to execute and deliver enter into this Agreement and each Group Company has the requisite corporate, limited liability company or all other business entity power and authority, as applicable, to execute and deliver the Ancillary Transaction Agreements to which it such Person is a party, to carry out his, her or will be a party and to perform its obligations hereunder and thereunder, thereunder (including transferring and delivering to Buyer valid title to the Units) and to consummate the Transactions. Other than The execution, delivery and performance by Seller and each of the Requisite Company Stockholder Approval, the execution and delivery Members of this Agreement and the Ancillary other Transaction Agreements to which Seller and each such Member is a party, and the consummation of the Transactions Transactions, are within the limited liability company or individual power and capacity of Seller and each such Member, as applicable. The execution, delivery and performance by Seller and each Member of this Agreement and the Group Companies other Transaction Agreements to which Seller and each such Member is a party, and the consummation by Seller and the Members of the Transactions, have been duly and validly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has beenactions (including any action by the members and manager of Seller), and each no other action on the part of Seller or any of the Ancillary Members is necessary to authorize the execution, delivery and performance by Seller and the Members of this Agreement and the other Transaction Agreements to which each Group Company will be Seller or any Member is a party, and the consummation by Seller and the Members of the Transactions. (b) This Agreement and the other Transaction Agreements to which Seller or any Member is a party will be, have been duly executed and delivered by Seller and the Members, and (assuming due authorization, execution and delivery by Buyer) this Agreement the other Transaction Agreements to which Seller or any Member is a party constitute a legal, valid and binding obligation of Seller or such Group Company and are Member, as applicable, enforceable against Seller or will such Member in accordance with its terms, except as enforceability may be Enforceable against each applicable Group Company, assuming limited by the Requisite Company Stockholder Approval is obtainedEnforceability Exception.

Organization; Authority; Enforceability. (a) The Company MDH is a corporation incorporated duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company , with the requisite power and authority to enter into this Agreement, the Ancillary Agreements to which MDH is a corporation, limited liability company or other business entity, as the case may be, party and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of to perform its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effectobligations hereunder and thereunder. (b) Each Group Company MDH has all the requisite corporate, limited liability company or other applicable corporate power and authority to own, lease and operate its assets and properties and to carry on its businesses business as presently conducted in all material respects. (c) Each Group Company MDH is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effectbe material to MDH. (d) No Group Company is in violation of any of its Governing Documents. None A correct and complete copy of the Group Companies MDH Certificate of Incorporation, as in effect on the Effective Date, is filed as Exhibit 3.1 to the Form 8-K filed with the SEC on February 5, 2021. MDH is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceedingProceeding. (e) Other than the Requisite Company Stockholder Approval, the Company MDH has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and subject to the receipt of the requisite approval of the Required MDH Stockholder Voting Matters by the MDH Stockholders, to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies transactions contemplated hereby and thereby have been duly authorized by all necessary corporate, limited liability company or corporate actions other business entity actions, as applicablethan receipt of the requisite approval of the Required MDH Stockholder Voting Matters by the MDH Stockholders. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company MDH will be a party will be, ) duly executed and delivered by MDH and constitutes a valid, legal and binding agreement of MDH, enforceable against MDH in accordance with their terms, except as such Group Company may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedby general equitable principles.

Organization; Authority; Enforceability. Each RSI Company is (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company duly organized or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing existing, and in good standing (or the equivalent thereof, if applicableequivalent) under the Laws of its respective jurisdiction of organization or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not, individually (or the equivalent) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. Effect and (dc) each RSI Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the RSI Companies have taken all corporate or other legal entity action necessary in order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The general partner of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. No Group Company is in violation other limited liability company or equivalent proceedings on the part of any RSI Company are necessary to approve and authorize the execution, delivery and performance of its Governing Documentsthis Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. None This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Group Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of each RSI Company, as in effect on the Effective Date, have been made available to the Buyer. Except as set forth on Section 3.1 of the Company and Sellers’ Disclosure Letter, none of the RSI Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company Each Buyer Party is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a an exempted company, corporation, limited liability company or other applicable business entityentity duly organized, incorporated, formed or registered, as the case may be, and each other Group Company is duly organizedapplicable, validly existing and in good standing (or the equivalent thereof, if applicable, in each case, with respect to the jurisdictions that recognize the concept of good standing or any equivalent thereof) under the Laws of its respective jurisdiction of organization, incorporation, formation or organization registration (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has The Buyer Parties, other than ▇▇▇▇, have all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all material respects. ▇▇▇▇ has all corporate power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company Buyer Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have be material to the Buyer Parties, taken as a Material Adverse Effectwhole. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies Buyer Party is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other Each Buyer Party, other than the Requisite Company Stockholder Approval▇▇▇▇, the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the Buyer Member Consent, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the Buyer Member Consent, the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company and/or corporate actions, as applicable. This Agreement has been (and each Group Company of the Ancillary Agreements to which each Buyer Party will be a party will be) duly executed and delivered by such Buyer Party and are or will be Enforceable against such Buyer Party. No other proceedings on the part of the Buyer, except for the ▇▇▇▇ Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements. ▇▇▇▇ has the requisite corporate, limited liability company or other business entity corporate power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and and, subject to the receipt of the ▇▇▇▇ Required Vote, to consummate the Transactionstransactions contemplated hereby and thereby. Other The execution, delivery and performance of this Agreement and the Ancillary Agreements has been authorized by the special committee of independent directors of ▇▇▇▇ and the board of directors of ▇▇▇▇ and, subject to the receipt of the ▇▇▇▇ Required Vote, the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions. No other vote of the equityholders of ▇▇▇▇, other than the Requisite Company Stockholder Approval, the execution and delivery of ▇▇▇▇ Required Vote is necessary to approve this Agreement and the Ancillary Agreements and the consummation transactions contemplated hereby and thereby. (f) A correct and complete copy of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions▇▇▇▇ Governing Documents, as applicablein effect on the Execution Date, are filed as Exhibit 3.1 to the Form 8-K filed with the SEC on June 15, 2021. This Agreement has been▇▇▇▇ is not the subject of any bankruptcy, and each of the Ancillary Agreements to which each Group Company will be a party will bedissolution, duly executed and delivered by such Group Company and are liquidation, reorganization or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedsimilar proceeding.

Organization; Authority; Enforceability. (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company (i) is duly organizedorganized or formed, validly existing existing, and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of formation or organization Delaware, (as applicable), except where the failure ii) is qualified to be do business and is in good standing would not(or the equivalent, individually or and where such concept of good standing is applicable) as a foreign entity in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. Effect and (diii) No Group Company is in violation of any of has the requisite corporate power and authority to own, lease and operate its Governing Documentsproperties and to carry on its businesses as presently conducted. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action by the board of directors of the Company (the “Company Board”). Other than Subject to the Requisite Company Stockholder Approval, no other corporate proceedings on the execution part of the Company (including any action by the board of directors or holders of Equity Interests of the Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. (c) The Company Board, by resolutions duly adopted by unanimous vote of those voting at a meeting duly called and held and not subsequently rescinded or modified in any way, has duly (i) determined that this Agreement and the consummation Merger are fair to and in the best interests of the Transactions Company and the Company Stockholders, (ii) approved and adopted this Agreement and the Merger and declared their advisability, (iii) approved the Transactions, including the Merger, in accordance with the DGCL on the terms and subject to the conditions of this Agreement, (iv) recommended the approval and adoption of this Agreement and the Merger by the Group Companies have been duly authorized Company Stockholders, and (v) directed that this Agreement and the Transactions (including the Merger) be submitted for consideration by all necessary corporate, limited liability company or other business entity actions, as applicable. the Company Stockholders. (d) This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, been duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group the Company, and assuming due authorization, execution and delivery by the Requisite other Parties to this Agreement, constitutes the valid and binding agreement of the Company, enforceable against the Company Stockholder Approval is obtainedin accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (the “Remedies Exceptions”).

Organization; Authority; Enforceability. (a) The Company dMY is a corporation incorporated duly incorporated, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company dMY is a corporation, limited liability company or other qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be a foreign entity in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct character of its business properties, or location in which the transaction of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent) would not, individually or in the aggregate, reasonably be expected to not have a dMY Material Adverse Effect. . dMY has the requisite power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement, the Ancillary Agreements to which dMY is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite dMY Board action on the part of dMY. No other proceedings on the part of dMY (d) No Group Company is in violation of including any of its Governing Documents. None action by dMY Board or dMY Stockholders), except for the receipt of the Group Companies Required Vote, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements to which dMY is a party and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and the Ancillary Agreements to be executed and delivered by dMY at Closing will be, duly executed and delivered by dMY and constitute valid and binding agreement of dMY, enforceable against dMY in accordance with their respective terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. dMY is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. The ML Companies are (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company duly organized or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing existing, and in good standing (or the equivalent thereofequivalent), if applicable) , under the Laws of its respective jurisdiction of organization or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not(or the equivalent), individually or if applicable, in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. be material to the ML Companies and (dc) No Group each ML Company has the requisite corporate or limited liability company, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby, and the Company has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The Company has duly approved this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. The ML Parties’ Approval is in violation the only vote or consent necessary to approve and authorize the execution, delivery and performance of any of its Governing Documents. None this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby and, following receipt of the Group ML Parties’ Approval, no other corporate proceedings on the part of the Company or the ML Parties are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Correct and complete copies of the Governing Documents of each ML Company, as in effect on the date hereof, have been made available to the Investor. Except as set forth on Section 4.1 of the Company and ML Parties’ Disclosure Letter, none of the ML Companies is are the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company (i) is a corporation incorporated duly organized or formed, validly existing, and in good standing under the Laws of the State of Delaware. Each other Group Company , (ii) is a corporation, limited liability company or other qualified to do business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the has equivalent thereof, if status where such concept of good standing is applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or a foreign entity in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified or to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. , and (diii) No Group Company is in violation of any of has the requisite corporate power and authority to own, lease and operate its Governing Documentsproperties and to carry on its business as presently conducted. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and has taken all corporate or other legal entity action necessary in order to execute, deliver and perform its obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. (b) The execution, delivery and performance of this Agreement, the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby have been duly approved and authorized by all requisite action of the board of directors of the Company. Other than Subject to the Requisite Company Stockholder Approval, no other corporate proceedings on the execution part of the Company (including any action by the board of directors of the Company or holders of Equity Interests of the Company) are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The Company Stockholder Approval shall be obtained in accordance with all applicable Laws and the consummation Governing Documents of the Transactions Company and all applicable Contracts by which the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. Company is bound. (c) This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, been duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group the Company, and assuming due authorization, execution and delivery by the Requisite other Parties to this Agreement, constitutes the valid and binding agreement of the Company, enforceable against the Company Stockholder Approval is obtainedin accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles (the “Remedies Exceptions”). Correct and complete copies of the Governing Documents of the Company as in effect on the date hereof have been made available to Nocturne.

Organization; Authority; Enforceability. Each Target Company is (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company duly organized or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing existing, and in good standing (or the equivalent thereofequivalent, if and where such concept of good standing is applicable) under the Laws of its respective jurisdiction of organization or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not(or the equivalent, individually or and where such concept of good standing is applicable) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. Effect and (dc) No Group each Target Company has the requisite corporate, limited liability company or other applicable business entity, as the case may be, power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Company has the organizational power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby, and each of the Target Companies have taken all corporate or other legal entity action necessary in violation order to execute, deliver and perform their respective obligations hereunder and to consummate the transactions contemplated hereby and thereby. The board of directors of the Company has duly approved this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Company and the Ancillary Agreement to which it is a party. Except for the approval by the stockholders of the Company in accordance with the Company’s Governing Documents, no other corporate or equivalent proceedings on the part of any Target Company are necessary to approve and authorize the execution, delivery and performance of its Governing Documentsthis Agreement and the Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. None This Agreement has been duly executed and delivered by the Company and constitutes the valid and binding agreement of the Group Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles. Correct and complete copies of the Governing Documents of the Company, as in effect on the date hereof, have been made available to Trident. Except as set forth on Section 3.1 of the Company Disclosure Letter, none of the Target Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. (a) The Company Blocker and each PubCo Party is a corporation incorporated duly incorporated, validly existing and in good standing under the Laws of the State of Delaware, with the requisite power and authority to enter into this Agreement, the Ancillary Agreements to which such Party is party and to perform its respective obligations hereunder and thereunder. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, Blocker and each other Group Company PubCo Party is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction the State of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse EffectDelaware. (b) Each Group Company Blocker and each PubCo Party has all the requisite corporate, limited liability company or other applicable corporate power and authority to own, lease and operate its their assets and properties and to carry on its their businesses as presently conducted in all material respects. (c) Each Group Company Blocker and each PubCo Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (d) No Group Company A correct and complete copy of each Governing Document of Blocker and each PubCo Party has been made available to MDH. Neither Blocker nor any Pubco Party is in violation of any of its Governing Documents. None of the Group Companies Neither Blocker nor any Pubco Party is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceedingProceeding. (e) Other than the Requisite Company Stockholder Approval, the Company Blocker and each PubCo Party has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or corporate actions other business entity actions, as applicablethan the PubCo Stockholder Consents and the Blocker Merger Stockholder Consent. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company Blocker or any PubCo Party will be a party will be, ) duly executed and delivered by Blocker or such Group Company and are or will be Enforceable against each applicable Group CompanyPubco Party and, assuming the Requisite Company Stockholder Approval is obtaineddue authorization, execution and delivery of this Agreement and such other Ancillary Agreements by the counterparties thereto, constitutes a valid, legal and binding agreement of such Party, enforceable against such Party in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.

Organization; Authority; Enforceability. (a) The Company Buyer is a corporation incorporated limited liability company duly organized, validly existing and in good standing under the Laws of the State of Delaware. Each other Group Company Merger Sub is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction the State of formation or organization (as applicable)Delaware. Rice Holdings is a limited liability company and is duly organized, except where the failure to be validly existing and in good standing would notunder the Laws of the State of Delaware. IntermediateCo is a limited liability company and is duly organized, individually or validly existing and in good standing under the aggregateLaws of the State of Delaware. RAC is a corporation and is duly incorporated, be reasonably expected to have a Material Adverse Effectvalidly existing and in good standing under the Laws of the State of Delaware. (b) Each Group Company has The Buyer Parties, other than RAC, have all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate their respective assets and properties and to carry on their respective businesses as presently conducted in all material respects. RAC has all corporate power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company Buyer Party is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct of its business or location locations of its assets and/or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, reasonably be expected to have be material to the Buyer Parties, taken as a Material Adverse Effectwhole. (d) No Group Company is in violation of any of its Governing Documents. None of the Group Companies Buyer Party is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other Each Buyer Party, other than the Requisite Company Stockholder ApprovalRAC, the Company has the requisite corporate limited liability company power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and to perform its obligations hereunder and thereunder, and, subject to the receipt of the requisite approval of this Agreement by the Buyer Member, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements and, subject to the receipt of the requisite approval of this Agreement by the Buyer Member, the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary limited liability company and/or corporate actions, as applicable. This Agreement has been (and each Group Company of the Ancillary Agreements to which each Buyer Party will be a party will be) duly executed and delivered by such Buyer Party and are or will be Enforceable against such Buyer Party. No other proceedings on the part of the Buyer, except for the Required Vote of the RAC Stockholders, are necessary to approve and authorize the execution, delivery or performance of this Agreement and the Ancillary Agreements. RAC has the requisite corporate, limited liability company or other business entity corporate power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and and, subject to the receipt of the Required Vote of the RAC Stockholders with respect to the RAC Stockholder Voting Matters, to consummate the Transactionstransactions contemplated hereby and thereby. Other The execution, delivery and performance of this Agreement and the Ancillary Agreements has been authorized by the special committee of independent directors of RAC and the board of directors of RAC and, subject to the receipt of the Required Vote of the RAC Stockholders with respect to the RAC Stockholders Voting Matters, the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate actions. No other vote of the equityholders of RAC, other than the Requisite Company Stockholder Approval, Required Vote of the execution and delivery of RAC Stockholders is necessary to approve this Agreement and the Ancillary Agreements and the consummation transactions contemplated thereby. (f) A correct and complete copy of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actionsRAC Governing Documents, as applicablein effect on the Execution Date, are filed as Exhibit 3.1 to the Form 8-K filed with the SEC on October 27, 2020 and Exhibit 3.3 to the Form S-1 filed with the SEC on October 6, 2020. This Agreement has beenRAC is not the subject of any bankruptcy, and each of the Ancillary Agreements to which each Group Company will be a party will bedissolution, duly executed and delivered by such Group Company and are liquidation, reorganization or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtainedsimilar proceeding.

Organization; Authority; Enforceability. Each member of the Company Group and each Company Fund, as applicable: (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organizedorganized or formed, validly existing existing, and in good standing (or the equivalent thereof, if applicableequivalent) under the Laws of its respective jurisdiction of organization or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) is qualified to be do business and is in good standing would not, individually (or the equivalent) in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, reasonably be expected to not have a Company Material Adverse Effect. , and (dc) No has the requisite organizational power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. Correct and complete copies of the Governing Documents of each member of the Company Group and each Company Fund, as in effect on the date of this Agreement, have been made available to Parent. The Company Group has all requisite corporate power and authority, and has taken all corporate action necessary, to execute, deliver and perform this Agreement and each other Ancillary Agreement to which it is or will be a party and to consummate the Transactions in violation accordance with the terms hereof and thereof. This Agreement and the other Ancillary Agreements to which any member of any the Company Group is or will be a party has been or will be (upon its execution) duly and validly executed and delivered thereby and, assuming the due authorization, execution and delivery of this Agreement or such other Ancillary Agreements by the other parties thereto, constitutes or will (upon its Governing Documentsexecution) constitute a valid, legal and binding agreement of each member the Company Group executing this Agreement and each such Ancillary Agreement, enforceable against such member of the Company Group in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. None of the Company Group Companies nor any Company Fund is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. To the extent that such ML Party is not an individual, such ML Party (a) The Company is a corporation incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporationan entity validly existing, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereofequivalent), if applicable) , under the Laws of its respective the jurisdiction of formation or organization in which it is formed and (as applicable), except where the failure b) is qualified to be do business and is in good standing would not(or the equivalent), individually or if applicable, as a foreign entity in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction in which the conduct character of its business properties, or location in which the transaction of its assets and/or properties business, makes such qualification necessary, except where the failure to be so qualified and in good standing (or equivalent), if applicable, would not, individually or in the aggregate, reasonably be expected to have or reasonably be expected to be material on such ML Party’s ability to consummate the transactions contemplated hereby. Such ML Party has the requisite legal entity power and authority to execute and deliver this Agreement and the Ancillary Agreements to which such ML Party is a Material Adverse Effect. (d) party and to consummate the transactions contemplated hereby and thereby. No Group Company other limited liability company or other proceedings on the part of such ML Party are necessary to approve and authorize the execution, delivery and performance of this Agreement and the Ancillary Agreements to which such ML Party is in violation of any of its Governing Documents. None a party and the consummation of the Group Companies transactions contemplated hereby and hereby. This Agreement has been duly executed and delivered by such ML Party and constitutes the valid and binding agreement of such ML Party, enforceable against such ML Party in accordance with its terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and mandatory applicable Laws. Such ML Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicable. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group Company, assuming the Requisite Company Stockholder Approval is obtained.

Organization; Authority; Enforceability. The Target is (a) The Company is a corporation duly incorporated and in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organizedformed, validly existing existing, and in good standing (or the equivalent thereofequivalent), if applicable) , under the Laws of its respective jurisdiction of incorporation or formation or organization (or, if continued in another jurisdiction, under the Laws of its current jurisdiction of registration (as applicable)), except where the failure (b) qualified to be do business and is in good standing would not(or the equivalent), individually or if applicable, in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or its leasing, ownership, or operation of properties makes such qualification necessary, except where the failure to be so qualified to be in good standing (or the equivalent) would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. be material to the Target and (dc) No Group Company is in violation of any of its Governing Documents. None of the Group Companies is the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceeding. (e) Other than the Requisite Company Stockholder Approval, the Company Target has the requisite power and authority to own, lease and operate its properties and to carry on its businesses as presently conducted. The Parent has the corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to consummate the transactions contemplated hereby and thereby with respect to the Target, and, has taken all corporate or other legal entity action necessary in order to execute, deliver and except for the obtaining of Parent shareholder approval, perform its respective obligations hereunder and thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. Other than the Requisite Company Stockholder Approval, the execution The Parent and delivery of Target have duly approved this Agreement and the Ancillary Agreements to which they are a party and to consummate the transactions contemplated hereby and thereby and has duly authorized the execution, delivery and performance of this Agreement by the Parent and the consummation of Ancillary Agreements and to consummate the Transactions by the Group Companies have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicabletransactions contemplated hereby and thereby. This Agreement has been, and each of the Ancillary Agreements to which each Group Company will be a party will be, been duly executed and delivered by the Parent and the Target and constitutes the valid and binding agreement of the Parent and the Target, enforceable against such Group Company Party in accordance with its terms, except as such may be limited by bankruptcy, insolvency, winding-up, reorganization or other Laws affecting creditors’ rights generally, by general equitable principles and are or will be Enforceable against each mandatory applicable Group CompanyLaws. Correct and complete copies of the Governing Documents of the Target, assuming as in effect on the Requisite Company Stockholder Approval is obtaineddate hereof, have been made available to SPAC.

Organization; Authority; Enforceability. (a) The Company Such Party is a corporation incorporated limited liability company duly organized and validly existing under the Laws of the State of Delaware. Such Party is in good standing under the Laws of the State of Delaware. Each other Group Company is a corporation, limited liability company or other business entity, as the case may be, and each other Group Company is duly organized, validly existing and in good standing (or the equivalent thereof, if applicable) under the Laws of its respective jurisdiction of formation or organization (as applicable), except where the failure to be in good standing would not, individually or in the aggregate, be reasonably expected to have a Material Adverse Effect. (b) Each Group Company Such Party has all the requisite corporate, limited liability company or other applicable power and authority to own, lease and operate its assets and properties properties, including its ownership of Equity Interests of the Company or the Blocker, as applicable, and to carry on its businesses as presently conducted in all material respects. (c) Each Group Company is Such Party duly qualified, licensed or registered to do business under the Laws of each jurisdiction jurisdictions in which the conduct of its business or location locations of its assets and/or or properties makes such qualification necessary, except where the failure to be so qualified would not, individually or in the aggregate, not reasonably be expected to have a Material Adverse Effect. (d) No Group Company Such Party is not in violation of any of its Governing Documents. None of the Group Companies Such Party is not the subject of any bankruptcy, dissolution, liquidation, reorganization (other than internal reorganizations conducted in the Ordinary Course of Business) or similar proceedingProceeding. (e) Other than the Requisite Company Stockholder Approval, the Company Such Party has the requisite corporate power and authority to execute and deliver this Agreement and each Group Company has the requisite corporate, limited liability company or other business entity power and authority, as applicable, to execute and deliver the Ancillary Agreements to which it is or will be a party and to perform its obligations hereunder and thereunder, and to consummate the Transactions. Other than the Requisite Company Stockholder Approval, the The execution and delivery of this Agreement and the Ancillary Agreements and the consummation of the Transactions by the Group Companies such Party have been duly authorized by all necessary corporate, limited liability company or other business entity actions, as applicablecorporate actions of such Party. This Agreement has been, been (and each of the Ancillary Agreements to which each Group Company such Party will be a party will be, ) duly executed and delivered by such Group Company and are or will be Enforceable against each applicable Group CompanyParty and, assuming the Requisite Company Stockholder Approval is obtaineddue authorization, execution and delivery of this Agreement and such other Ancillary Agreements by the counterparties thereto, constitutes a valid, legal and binding agreement of such Party, enforceable against such Party in accordance with their terms, except as such may be limited by bankruptcy, insolvency, reorganization or other Laws affecting creditors’ rights generally and by general equitable principles.