Common use of Validity and Binding Effect of Agreements Clause in Contracts

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below)Letter Agreements, the Trust Agreement, the Founder Shares Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 2.24.2 below), the Business Combination Marketing Private Placement Units Purchase Agreement (as defined in Section 2.26 2.24.2 below), the Warrant Agreement Promissory Note (as defined in Section 2.27 below) and 2.24.4), the Registration Rights Agreement (as defined in Section 2.24.62.24.5), the Administrative Service Agreement (as defined in Section 2.24.6 below), and the Rights Agreement (as defined in Section 2.37) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription AgreementsSponsor Unit Purchase Agreement, the Escrow AgreementInsider Shares Agreements, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.62.24.6 below) and the Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company Company, and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.24.1 below2.23), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Registration Rights Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Agreement (as defined in Section 2.26 below3.15), the Warrant Reimbursement Agreement (as defined in Section 2.27 below) and 2.21.5), the Registration Rights Services Agreement (as defined in Section 2.24.6) 2.21.6), the Unit Purchase Agreement and the Forward Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 belowhereof), the Rights Agreement (as defined in Section 2.26 hereof), the Warrant Agreement (as defined in Section 2.28 hereof), the Business Combination Marketing Agreement (as defined in Section 2.26 below2.27 hereof), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.62.24.7) (collectively, and the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.24.1 below2.23), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.21.3), the business combination marketing agreement, by and between the Company, the Representative and Moelis & Company LLC (the “Business Combination Marketing Agreement (as defined in Section 2.26 belowAgreement”), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.62.21.4), the Insider Letter (as defined in Section 2.21.1) and the Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.24.1 below2.21.1), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.62.21.4), the Rights Agreement (as defined in Section 2.23), the Private Placement Unit Purchase Agreement (as defined in Section 2.21.2), and the Securities Subscription Agreement (as defined in Section 2.24) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 belowhereof), the Rights Agreement (as defined in Section 2.26 hereof), the Business Combination Marketing Agreement (as defined in Section 2.26 below2.27 hereof), the Warrant Agreement (as defined in Section 2.27 below) and 2.28 hereof), the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, and the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription AgreementsPrivate Units Purchase Agreement (as defined in Section 2.24.2), the Escrow Agreement, Founder Share Subscription Agreement (as defined in Section 2.24.3) the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 2.24.6 below), the Warrant Agreement (as defined in Section 2.27 below) 2.24.8), and the Registration Rights Agreement (as defined in Section 2.24.62.24.5 below) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company Company, and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.24.1 below2.21.1), the Trust AgreementAgreement (as defined in Section 2.22), the Subscription Agreements, the Escrow Agreement, the Administrative Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Registration Rights Agreement (as defined in Section 2.26 below2.21.4), the Warrant Agreement (as defined in Section 2.27 below) 2.23), the Rights Agreement ( as defined in Section 2.37), and the Registration Rights Securities Subscription Agreement (as defined in Section 2.24.62.21.2) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below2.21.1), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Registration Rights Agreement (as defined in Section 2.26 below2.21.4), the Warrant Agreement (as defined in Section 2.27 below) and 2.23.1), the Registration Rights Placement Warrant Agreement (as defined in Section 2.24.6) 2.23.1), and the Warrant Purchase Agreement (collectivelyas defined in Section 2.21.2)(collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.24.1 below2.21.1), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.62.21.4), the Rights Agreement (as defined in Section 2.23), the Private Placement Units Purchase Agreement (as defined in Section 2.21.2), and the Securities Subscription Agreement (as defined in Section 2.24) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription AgreementsInsider Letter (as defined in Section 2.21.1), the Escrow AgreementNon-Sponsor Investor Letter (as defined in Section 2.23), the Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.62.21.4), the Warrant Purchase Agreement (as defined in Section 2.21.2), and the Warrant Agreement (as defined in Section 2.23) (collectivelycollectively all such documents with this Agreement, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) with respect to this Agreement only, as enforceability of any indemnification or contribution provision may be limited under the foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below), the Rights Agreement (as defined in Section 2.24.8) and the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below2.21 hereof), the Trust Agreement, the Office Services Agreement (as defined in Section 2.29 hereof), the Private Placement Purchase Agreements, the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”2.22.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered delivered, and the Representatives’ Purchase Option, has been duly and validly authorized by the Company and, when executed and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.24.1 below2.25.1), the Trust Agreement, the Subscription Agreements, the Escrow AgreementAgreement (as defined in Section 2.26 hereof), the Services Agreement (as defined in Section 2.24.7 below2.26 hereof), the Business Combination Marketing Registration Rights Agreement (as defined in Section 2.26 below2.25.3 hereof), the Warrant Agreement (as defined in Section 2.27 below2.24 hereof) and the Registration Rights Sponsor Unit Purchase Agreement (as defined in Section 2.24.62.25.2) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, and when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the hereof),the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below) and ), the Registration Rights Agreement (as defined in Section 2.24.6) (collectively2.24.5 below), the “Transaction Documents”Escrow Agreement (as defined in Section 2.24.6 below), the Rights Agreement (as defined in Section 2.28) and the Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 2.27 below), the Rights Agreement (as defined in Section 2.29 below), the Warrant Agreement (as defined in Section 2.27 2.28 below) and ), the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, and the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Letter (as defined in Section 2.24.1 below2.21.1), the Trust AgreementAgreement (as defined in Section 2.22), the Subscription Agreements, the Escrow Agreement, the Administrative Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Rights Agreement (as defined in Section 2.26 below2.37), the Registration Rights Agreement (as defined in Section 2.21.4), the Warrant Agreement (as defined in Section 2.27 below) 2.23), and the Registration Rights Securities Subscription Agreement (as defined in Section 2.24.62.21.2) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Rights Agreement (as defined in Section 2.24.1 below2.22 hereof), the Trust Agreement, the Subscription AgreementsInsider Letter (as defined in Section 2.23.1 hereof), the Escrow AgreementIndemnity Agreement (as defined in Section 2.23.2 hereof), the Administrative Services Agreement (as defined in Section 2.24.7 below2.23.3 hereof), the Business Combination Marketing Subscription Agreement (as defined in Section 2.26 below2.23.4 hereof), the Warrant Private Placement Units Purchase Agreement (as defined in Section 2.27 below2.23.5 hereof) and the Registration Rights Agreement (as defined in Section 2.24.6) (collectively2.23.6 hereof), the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 2.26.1 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.27 2.24.7), the Advisory Agreement (as defined in Section 2.26.2 below) and the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the Northland Securities, Inc.______, 2021Page 12 of 45 “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Rights Agreement (as defined in Section 2.28 below), the Warrant Agreement (as defined in Section 2.27 below), the Escrow Agreement (as defined in Section 2.24.7) and the Registration Rights Agreement (as defined in Section 2.24.62.24.5) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.24.1 below2.24 hereof), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below3.7.2 hereof), the Business Combination Marketing Subscription Agreements (as defined in Section 2.25.2 hereof), the Representative’s Purchase Option (as defined in Section 1.3.1), the Escrow Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below2.23.3 hereof) and the Registration Rights Agreement by and among the Company and the Initial Shareholders (as defined in Section 2.24.6) (collectively, the “Transaction DocumentsRegistration Rights Agreement”) have been duly and validly authorized by the Company andauthorized, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below2.21.1), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Registration Rights Agreement (as defined in Section 2.26 below2.21.4), the Warrant Agreement (as defined in Section 2.27 below) and 2.23), the Registration Rights Agreement (as defined in Section 2.24.62.24), the Investment Agreement (as defined in Section 2.25) and the Sponsor Warrant Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 2.26.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 2.26.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 2.28 below), the Warrant Agreement (as defined in Section 2.27 2.29 below) and the Registration Rights Agreement (as defined in Section 2.24.62.26.6) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and federal, state provincial securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription AgreementsAgreement, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 belowhereof), the Business Combination Marketing Agreement (as defined in Section 2.27 hereof), the Rights Agreement (as defined in Section 2.26 belowhereof), the Warrant Agreement (as defined in Section 2.27 below) and 2.28 hereof), the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, and the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. [l], 2017

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.24.1 below2.21 hereof), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.22.5 hereof), the Business Combination Marketing Escrow Agreement (as defined in Section 2.26 below2.22.2 hereof), the Warrant Agreement Subscription Agreements (as defined in Section 2.27 below2.22.4 hereof) and the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”2.22.6 hereof) have been duly and validly authorized by the Company and constitute, and the Representative’s Purchase Option, has been duly validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 belowhereof), the Rights Agreement (as defined in Section 2.26 hereof), the Business Combination Marketing Agreement (as defined in Section 2.26 below2.27 hereof), the Warrant Agreement (as defined in Section 2.27 below) and 2.28 hereof), the Registration Rights Agreement (as defined in Section 2.24.62.24.7) (collectively, and the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 belowhereof), the Rights Agreement (as defined in Section 2.26 hereof), the Warrant Agreement (as defined in Section 2.28 hereof), the Business Combination Marketing Agreement (as defined in Section 2.26 below2.27 hereof), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.62.24.7) (collectively, and the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. [·], 2015

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below2.21.1), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Registration Rights Agreement (as defined in Section 2.26 below2.21.4), the Rights Agreement, the Warrant Agreement (as defined in Section 2.27 below) 2.23), the Forward Purchase Agreement by and between the Company and Caltech Trading Corp., and the Registration Rights Sponsor Warrant Purchase Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.24.1 below2.24 hereof), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below3.7.2 hereof), the Business Combination Marketing Subscription Agreement (as defined in Section 2.26 below2.25.2 hereof), the Warrant Representative’s Purchase Option (as defined in Section 1.3.1), the Escrow Agreement (as defined in Section 2.27 below2.25.3 hereof) and the Registration Rights Agreement by and among the Company and the Initial Shareholders (as defined in Section 2.24.6) (collectively, the “Transaction DocumentsRegistration Rights Agreement”) have been duly and validly authorized by the Company andauthorized, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. , 2008

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.62.24.5 below) and the Share Purchase Agreement (as defined in Section 2.24.7 below) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below2.21.1), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Registration Rights Agreement (as defined in Section 2.26 below2.21.4), the Warrant Agreement (as defined in Section 2.27 below) and 2.23.1), the Registration Rights Placement Warrant Agreement (as defined in Section 2.24.62.23.1), and the Warrant Purchase Agreement (as defined in Section 2.21.2) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 2.24.6 below), the Business Combination Marketing Agreement (as defined in Section 2.26 2.26.1 below), the Warrant Agreement, the Escrow Agreement (as defined in Section 2.27 2.24.7), the Advisory Agreement (as defined in Section 2.26.2 below) and the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the Northland Securities, Inc.August 12, 2021Page 12 of 45 “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below2.21.1), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Registration Rights Agreement (as defined in Section 2.26 below2.21.4), the Rights Agreement (as defined in Section 2.23), the Warrant Agreement (as defined in Section 2.27 below) and 2.24), the Registration Rights Escrow Agreement (as defined in Section 2.24.6) 2.21.5), the Sponsor Unit Purchase Agreement and the Representative Unit Purchase Agreement (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription AgreementsAgreement, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 belowhereof), the Business Combination Marketing Agreement (as defined in Section 2.27 hereof), the Rights Agreement (as defined in Section 2.26 belowhereof), the Warrant Agreement (as defined in Section 2.27 below) and 2.28 hereof), the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, and the “Transaction Documents”) Representative’s Purchase Option have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription AgreementsSponsor Unit Purchase Agreement, the Escrow AgreementInsider Shares Agreements, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below) and the Registration Rights Agreement (as defined in Section 2.24.62.24.6 below), and the Underwriter Unit Purchase Agreement (as defined in Section 2.24.8 below) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company Company, and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services EBC Warrant Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below1.4.3), the Warrant Agreement (as defined in Section 2.27 below2.24 hereof), the Trust Agreement, the Subscription Agreements (as defined in Section 2.25.2 hereof), the Services Agreement (as defined in Section 2.25.5), the Representative’s Purchase Option, the Escrow Agreement (as defined in Section 2.25.3 hereof) and the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”2.25.7) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.24.1 below2.24 hereof), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below3.7.2 hereof), the Business Combination Marketing Subscription Agreement (as defined in Section 2.26 below2.25.2 hereof), the Warrant Representative’s Purchase Option (as defined in Section 1.3.1), the Escrow Agreement (as defined in Section 2.27 below2.25.3 hereof) and the Registration Rights Agreement by and among the Company and the Initial Shareholders (as defined in Section 2.24.6) (collectively, the “Transaction DocumentsRegistration Rights Agreement”) have been duly and validly authorized by the Company andauthorized, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below2.21.1), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below2.21.3), the Business Combination Marketing Registration Rights Agreement (as defined in Section 2.26 below2.21.4), the Warrant Agreement (as defined in Section 2.27 below) and 2.23), the Registration Rights Sponsor Warrant Purchase Agreement (as defined in Section 2.24.62.21.2) and the Representative Warrant Purchase Agreement (as defined in Section 2.21.2) (collectively, the “Transaction Documents”) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under the foreign, federal federal, and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.24.1 below2.21 hereof), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below3.7.2 hereof), the Business Combination Marketing Escrow Agreement (as defined in Section 2.26 below), 2.22.2 hereof) and the Insider Warrant Purchase Agreement (as defined in Section 2.27 below2.22.3 hereof) have been duly and validly authorized by the Company and constitute, and the Registration Rights Representative's Purchase Option and the Subordinated Credit Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”4.4 below) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ ' rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal the Federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 2.26.7 below), the Rights Agreement (as defined in Section 2.28), the Business Combination Marketing Agreement (as defined in Section 2.26 2.29 below), the Warrant Agreement (as defined in Section 2.27 2.30 below) and ), the Registration Rights Agreement (as defined in Section 2.24.62.26.6) and the Insider Letters (collectively, the “Transaction Documents”as defined in Section 2.26.1) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 2.26.7 below), the Rights Agreement (as defined in Section 2.28 below), the Business Combination Marketing Agreement (as defined in Section 2.26 2.29 below), the Warrant Agreement (as defined in Section 2.27 2.30 below) and ), the Registration Rights Agreement (as defined in Section 2.24.62.26.6) and the Insider Letters (collectively, the “Transaction Documents”as defined in Section 2.26.1) have been duly and validly authorized by the Company and, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters (as defined in Section 2.24.1 below), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below), the Business Combination Marketing Agreement (as defined in Section 2.26 below), the Warrant Agreement (as defined in Section 2.27 below2.21 hereof), the Trust Agreement, the Office Services Agreement (as defined in Section 2.29 hereof), the Private Placement Purchase Agreements, the Escrow Agreement (as defined in Section 2.22.2 hereof) and the Registration Rights Agreement (as defined in Section 2.24.6) (collectively, the “Transaction Documents”2.22.3 hereof) have been duly and validly authorized by the Company and, when executed and delivered delivered, and the Representative’s Purchase Option, has been duly and validly authorized by the Company and, when executed and the other parties theretodelivered, will constitute constitute, the valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: except (i) as such enforceability may be limited by bankruptcybank-ruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; , (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, the federal and state securities laws; , and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.

Validity and Binding Effect of Agreements. This Agreement, the Insider Letters Warrant Agreement (as defined in Section 2.24.1 below2.24 hereof), the Trust Agreement, the Subscription Agreements, the Escrow Agreement, the Services Agreement (as defined in Section 2.24.7 below3.7.2 hereof), the Business Combination Marketing Subscription Agreement (as defined in Section 2.26 below2.25.2 hereof), the Warrant Representative’s Purchase Option (as defined in Section 1.3.1), the Escrow Agreement (as defined in Section 2.27 below2.25.3 hereof) and the Registration Rights Agreement by and among the Company and the Initial Shareholders (as defined in Section 2.24.6) (collectively, the “Transaction DocumentsRegistration Rights Agreement”) have been duly and validly authorized by the Company andauthorized, when executed and delivered by the Company and the other parties thereto, will constitute valid and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except: (i) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally; (ii) as enforceability of any indemnification or contribution provision may be limited under foreign, federal and state securities laws; and (iii) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought.. March [ ], 2008