Common use of Authority; Execution and Delivery; Enforceability Clause in Contracts

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger M▇▇▇▇▇ Sub of this Agreement, the performance and compliance by Parent P▇▇▇▇▇ and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein 89887722_19 150326672.16 and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has have all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and their obligations under this Agreement hereunder and to consummate the Transactions applicable to such partyMerger and the transactions contemplated by this Agreement. The execution Parent Board (or, if appropriate, any committee thereof), at a meeting duly called and held in compliance with the requirements of Israeli Companies Law and the Current Parent Articles, has adopted resolutions, by unanimous vote of all directors, (a) approving the execution, delivery by each and performance of this Agreement and the consummation of the Merger upon the terms and subject to the conditions contained herein; (b) determining that entering into this Agreement is in the best interests of Parent and Merger Sub its shareholders; and (c) declaring this Agreement and the transactions contemplated by this Agreement advisable. As of the date of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it such resolutions have not been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no amended or withdrawn. No other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize authorize, adopt or approve, as applicable, this Agreement or to consummate the consummation Merger and the other transactions contemplated by this Agreement (except for the filing of the appropriate merger documents as required by the DGCL and the Withholding Tax Ruling). Parent and Merger ▇▇▇▇▇▇ Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has have each duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this AgreementCompany, this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub them in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub (a) The Company has all necessary power requisite power, authority and authority legal capacity to execute and deliver this Agreement, Agreement to perform and comply with each of its covenants and obligations under this Agreement hereunder and to consummate the Transactions applicable to such partyExchange. The execution execution, delivery and delivery by each of Parent and Merger Sub performance of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein Agreement and the consummation by Parent and Merger Sub of the Transactions applicable to it have Exchange has been duly authorized and approved by all necessary corporate required action on the part of Parent and Merger Subthe Company and, and no other corporate or other proceedings on the part of Parent or Merger Sub and no stockholder votes the Company are necessary to authorize this Agreement or and the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub transactions contemplated hereby. (b) This Agreement has been duly and validly authorized, executed and delivered this Agreement andand constitutes, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligationobligation of the Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, terms (i) except as enforceability may be limited by Laws applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect related to laws affecting the enforcement of creditors’ rights generally, including the effect of statutory and other laws regarding fraudulent conveyances and preferential transfers, and except that no representation is made herein regarding the enforceability of the Company’s obligations to provide indemnification and contribution remedies under the securities laws and (ii) subject to the limitations imposed by general equitable principles (regardless of whether such enforceability is considered in a proceeding at law or by in equity). (c) The issuance of the discretion Gain US Shares is duly authorized and upon issuance, in accordance with the terms of any Governmental Entity before which any Proceeding seeking enforcement may this Agreement, shall be broughtvalidly issued, fully paid and non-assessable and free from all taxes, liens, charges and other encumbrances with respect to the issue thereof with the holders being entitled to all rights accorded to a holder of Preferred Stock or Common Stock, as applicable.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a proceeding at Law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder shareholder votes (other than Parent’s vote as the sole shareholder of Merger Sub) are necessary to authorize this Agreement Agreement, the Plan of Merger or the consummation by Parent and Merger Sub of the Transactions to which it is a partyunder the CICA and their respective organizational documents. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of Parent Holdco and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and and, subject to adoption of this Agreement by Holdco as sole shareholder of Merger Sub (which adoption will occur immediately following execution of this Agreement), to consummate the Transactions applicable to such partyit. The execution and delivery by each of Parent Holdco and Merger Sub of this Agreement, the performance and compliance by Parent each of Holdco and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub it of the Transactions applicable to which it is a party have been duly authorized by all necessary corporate action on the part of Parent and Holdco or Merger Sub, and no other corporate proceedings on the part of Parent Holdco or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Holdco or Merger Sub of the Transactions to which it is a party, subject, in the case of consummating the Merger, to adoption of this Agreement by Holdco as the sole shareholder of Merger Sub (which adoption will occur immediately following execution of this Agreement). Each of Parent Holdco and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company other parties of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger M▇▇▇▇▇ Sub of this Agreement, the performance and compliance by Parent P▇▇▇▇▇ and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a proceeding at Law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement and the Statutory Merger Agreement, to perform its obligations hereunder and comply with each of its covenants and obligations under this Agreement thereunder, and to consummate the Transactions applicable to such partyMerger and the other transactions contemplated by this Agreement and the Statutory Merger Agreement. The execution and delivery by each of Parent and Merger Sub of this Agreement, Agreement and the performance and compliance Statutory Merger Agreement by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it transactions contemplated by this Agreement and the Statutory Merger Agreement have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize the execution and delivery of this Agreement and the Statutory Merger Agreement or to consummate the consummation by Parent Merger and the transactions contemplated hereby (except for executing and delivery the Statutory Merger Sub Agreement and the filing of the Transactions Merger Application with the Registrar pursuant to which it is a partythe Bermuda Companies Act). Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this AgreementCompany, this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its termsterms except, except in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtequity.

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and all other agreements and documents contemplated hereby to which it is a party, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such partyTransactions. The execution and delivery and performance by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein Agreement and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other proceedings, corporate proceedings or otherwise, on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize the execution and delivery of this Agreement Agreement, the performance by Parent or Sub of their respective obligations hereunder and the consummation by Parent and Merger or Sub of the Transactions to which it is a partyTransactions. Parent, as sole stockholder of Sub, has adopted this Agreement. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, and this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its terms, except as to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, fraudulent transfer, reorganization or other Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles or by principles. (b) The Board of Directors of Parent, at a meeting duly called and held, duly and unanimously adopted resolutions approving this Agreement, the discretion Merger and the other Transactions. The Board of any Governmental Entity before which any Proceeding seeking enforcement may be broughtDirectors of Sub, pursuant to a written consent action executed in accordance with the DGCL, approved this Agreement, the Merger and the other Transactions.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The Except for the adoption and approval of this Agreement by Parent as the sole stockholder of Merger Sub (which will be obtained immediately after execution and delivery of this Agreement pursuant to Section 5.16), the execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes (other than the adoption and approval of this Agreement by Parent as the sole stockholder of Merger Sub (which will be obtained immediately after execution and delivery of this Agreement pursuant to Section 5.16 hereof)) are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as may be limited by Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a Proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s 's and Merger Sub’s 's legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ ' rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable Transactions, subject, in the case of the Merger, to such partythe adoption of this Agreement by Parent, as sole stockholder of Merger Sub (which shall occur immediately following the execution of this Agreement). The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein Agreement and the consummation by Parent and Merger Sub it of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on subject, in the part case of Parent or Merger Sub and no stockholder votes are necessary the Merger, to authorize the adoption of this Agreement by Parent, as sole stockholder of Merger Sub. Neither the approval nor adoption of this Agreement nor the consummation of the Merger or the consummation by Parent and Merger Sub other Transactions requires any approval of the Transactions to which it is a partystockholders of Parent. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company of this AgreementCompany, this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, by general equitable principles or by principles governing the discretion availability of any Governmental Entity before which any equitable remedies, whether considered in a Proceeding seeking enforcement may be broughtat law or in equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub Purchaser has all necessary corporate power and authority to execute and deliver this Agreement, to perform Agreement and comply with each of its covenants and obligations under this Agreement the Transaction Documents to which it will be a party and to consummate the Transactions applicable to such partyTransaction and the other transactions contemplated hereby and thereby. The execution and delivery by each of Parent and Merger Sub Purchaser of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub Purchaser of the Transactions applicable Transaction and the other transactions contemplated hereby, including the authorization, issuance (or reservation for issuance), sale and delivery of the Parent Shares being issued hereunder and the shares of Common Stock to it be issued upon conversion of Parent Shares, have been duly authorized by all necessary corporate or other action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a partyPurchaser. Each of Parent and Merger Sub Purchaser has duly and validly executed and delivered this Agreement andAgreement, and assuming the due authorization, execution and delivery by the Company of this AgreementSeller, this Agreement constitutes Parent’s and Merger Sub’s will constitute its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its terms, except as limited subject to the Enforceability Exceptions. Upon the execution and delivery by Laws affecting Parent and Purchaser of the enforcement of creditors’ rights generallyother Transaction Documents to which it is or will be a party, by general equitable principles or and assuming the due authorization, execution and delivery thereof by the discretion other parties thereto, such other Transaction Documents will constitute the legal, valid and binding obligations of any Governmental Entity before which any Proceeding seeking enforcement may be broughtParent and Purchaser, enforceable against Parent and Purchaser in accordance with their terms, subject to the Enforceability Exceptions.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Pa▇▇▇▇ ▇nd Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no Parent or Merger Sub stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a partyparty other than Parent’s approval and adoption of this Agreement, in its capacity as sole stockholder of Merger Sub, which will be obtained by written consent to be effective immediately after the execution of this Agreement. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as may be limited by Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a Proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger M▇▇▇▇▇ Sub of this Agreement, the performance and compliance by Parent P▇▇▇▇▇ and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtprinciples.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary requisite power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by each of Parent and Merger Sub with each of its obligations herein and the consummation by each of Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and other than, as of the date of this Agreement, the adoption of this Agreement by Parent (or a wholly-owned Subsidiary of Parent) as the sole stockholder of Merger Sub, no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize the execution, delivery and performance by Parent and Merger Sub of this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due and valid authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtbrought (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority; Execution and Delivery; Enforceability. (a) Each of Parent and Merger Sub has all necessary full power and authority to execute and deliver this Agreement, Agreement and the other Collateral Agreements to perform and comply with each of its covenants and obligations under this Agreement which Parent or Merger Sub is or will be a party and to consummate the Transactions applicable to such partyContemplated Transactions. The execution and delivery by each of Parent and Merger Sub of this Agreement, Agreement and the performance and compliance by other Collateral Agreements to which Parent and or Merger Sub with each of its obligations herein is or will be a party and the consummation by Parent and Merger Sub of the Transactions applicable to it Contemplated Transactions, have been duly authorized by all necessary corporate action on the part of Parent and Merger SubEntity action, and no other corporate proceedings action on the part of Parent or Merger Sub and no stockholder votes are is necessary to authorize the execution, delivery and performance of this Agreement and the other Collateral Agreements to which Parent or the consummation by Parent and Merger Sub is or will be a party and the Contemplated Transactions. (b) This Agreement has been, and each of the Transactions other Collateral Agreements to which it Parent or Merger Sub is a party. Each party will be, duly executed and delivered. (c) This Agreement constitutes, and each of the other Collateral Agreements to which Parent and or Merger Sub has duly and validly executed and delivered this Agreement andis a party will constitute, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligationobligation of Parent or Merger Sub, enforceable against each of Parent and or Merger Sub in accordance with its terms, except as limited by Laws to the extent that their enforceability may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ rights generally, by generally and to general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtprinciples.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger ▇▇▇▇▇▇ Sub of this Agreement, the performance and compliance by Parent ▇▇▇▇▇▇ and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtprinciples.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent P▇▇▇▇▇ and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary limited liability company or corporate action on the part of Parent and Merger Sub, and no other limited liability company or corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent P▇▇▇▇▇ and Merger M▇▇▇▇▇ Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no Parent or Merger Sub stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a partyparty other than Parent’s approval and adoption of this Agreement, in its capacity as sole stockholder of Merger Sub, which will be obtained by written consent immediately after the execution of this Agreement. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as may be limited by Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a Proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent Prospect and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Transaction Documents to perform and comply with each of its covenants and obligations under this Agreement which it is a Party and to consummate the Transactions applicable to such partytransactions contemplated hereby. The execution and delivery by each of Parent and Merger Sub Prospect of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein Agreement and the consummation by Parent Prospect and Merger Sub of the Transactions applicable to it transactions contemplated hereby have been duly authorized and approved by all necessary corporate action on the part of Parent and Merger Sub, Prospect Board and no other corporate proceedings on the part of Parent or Prospect and Merger Sub and no stockholder votes are necessary to authorize this Agreement or and the consummation transactions contemplated hereby. Other than the Prospect Stockholder Approval, all action, corporate and otherwise, necessary to be taken by Parent Prospect and Merger Sub of to authorize the Transactions to which it is a party. Each of Parent execution, delivery and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company performance of this Agreement, the Transaction Documents and all other agreements and instruments delivered by Prospect and Merger Sub in connection with the transactions contemplated hereby has been duly and validly taken. Each of this Agreement and the Transaction Documents to which Prospect and Merger Sub is a Party has been duly executed and delivered by Prospect and Merger Sub and constitutes Parent’s the valid, binding, and enforceable obligation of Prospect and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by Laws applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the enforcement rights and remedies of creditors’ rights generally, creditors and by general equitable principles of equity (regardless of whether enforcement is sought in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable transactions contemplated hereby, subject to such partythe approval of the resolutions set forth or summarized, as the case may be, in the UK Parent Circular, on a poll by the holders of not less than a majority of ordinary shares of BROTHER plc, a public limited company incorporated in England and Wales (“UK Parent”), present in person or by proxy who are entitled to vote at the UK Parent Shareholder Meeting to approve the Merger (the “UK Parent Shareholder Approval”). The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein Agreement and the consummation by Parent and Merger Sub it of the Transactions applicable to it transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are or will be necessary to authorize this Agreement or to consummate the consummation by transactions contemplated hereby, subject to obtaining the UK Parent Shareholder Approval, and Merger Sub subject to the requirement that Parent, as sole stockholder of the Transactions to which it is a partySub, adopt this Agreement. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, and this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its terms, except as enforcement may be limited by Laws applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles of equity (regardless of whether considered in a proceeding at Law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary requisite corporate or equivalent power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable Transactions, subject, in the case of the Merger, to such partythe adoption of this Agreement by Parent (or another wholly owned subsidiary of Parent), as sole stockholder of Merger Sub (which shall occur immediately following the execution of this Agreement). The execution execution, delivery and delivery performance by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein Agreement and the consummation by Parent and Merger Sub it of the Transactions applicable to it have been duly authorized by all necessary corporate or equivalent action on the part of Parent and Merger Sub, and no other corporate proceedings on subject, in the part case of Parent or Merger Sub and no stockholder votes are necessary the Merger, to authorize the adoption of this Agreement by Parent (or another wholly owned subsidiary of Parent), as sole stockholder of Merger Sub. Neither the approval or adoption of this Agreement nor the consummation of the Offer, the Merger or the consummation by Parent and Merger Sub other Transactions requires any approval of the Transactions to which it is a partystockholders of Parent. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company of this AgreementCompany, this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its terms, terms (except insofar as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other Laws of general applicability relating to or affecting the enforcement of creditors’ rights generallyrights, by general equitable principles or by principles governing the discretion availability of any Governmental Entity before which any equitable remedies, whether considered in a Proceeding seeking enforcement may be broughtat law or in equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as may be limited by Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a Proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as may be limited by Laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles (whether considered in a Proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable transactions contemplated hereby, subject to such partythe approval of the resolutions set forth or summarized, as the case may be, in the UK Parent Circular, on a poll by the holders of not less than a majority of ordinary shares of BAE Systems plc, a public limited company incorporated in England and Wales (“UK Parent”), present in person or by proxy who are entitled to vote at the UK Parent Shareholder Meeting to approve the Merger (the “UK Parent Shareholder Approval”). The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein Agreement and the consummation by Parent and Merger Sub it of the Transactions applicable to it transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are or will be necessary to authorize this Agreement or to consummate the consummation by transactions contemplated hereby, subject to obtaining the UK Parent Shareholder Approval, and Merger Sub subject to the requirement that Parent, as sole stockholder of the Transactions to which it is a partySub, adopt this Agreement. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, and this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its terms, except as enforcement may be limited by Laws applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors’ rights generally, generally and by general equitable principles of equity (regardless of whether considered in a proceeding at Law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate limited liability company action on the part of Parent and Merger Sub, and no other corporate or limited liability company proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of the Parent Group Companies and Merger Sub each Parent Subsidiary has all necessary the requisite corporate (or similar organizational) power and authority to execute and deliver this Agreement, Agreement and the Ancillary Agreements to perform and comply with each of its covenants and obligations under this Agreement which it is or will be a party and to consummate the Transactions applicable Acquisition and the other transactions contemplated by this Agreement and such Ancillary Agreements, as applicable. Except for the Required Parent Shareholder Approval, each of the Parent Group Companies and each Parent Subsidiary has taken all corporate (or similar organizational) action required by its articles of association, certificate of incorporation, bylaws and other organizational documents, as applicable, to such party. The authorize the execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein Agreement and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions Ancillary Agreements to which it is or will be a partyparty and to authorize the consummation of the Acquisition and the other transactions contemplated by this Agreement and the Ancillary Agreements, as applicable. Each of Parent and Merger Sub Group Company has duly and validly executed and delivered this Agreement and, prior to the Closing, each of the Parent Group Companies and each Parent Subsidiary will have duly executed and delivered each Ancillary Agreement to which it is contemplated hereby that it will be a party, and (assuming the due authorization, execution and delivery by the Company of this Agreement, Seller) this Agreement constitutes Parent’s constitutes, and Merger Sub’s each Ancillary Agreement to which it will be a party will after the Closing (assuming the due authorization, execution and delivery of the other parties thereto) constitute, its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its termsterms subject, except as limited by Laws affecting to enforcement, to the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtEnforceability Exceptions.

Authority; Execution and Delivery; Enforceability. Each of the Parent and Merger Sub the Acquisition Subsidiary has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such partyTransactions. The execution and delivery by each of the Parent and Merger Sub the Acquisition Subsidiary of this Agreement, and the performance and compliance by Parent and Merger Sub with each of its obligations herein the Investors’ Rights Agreement, and the consummation by the Parent and Merger Sub the Acquisition Subsidiary of the Transactions applicable to it have been duly authorized and approved by all necessary corporate action on the part Boards of Directors of each of the Parent and Merger Sub, the Acquisition Subsidiary and no other corporate proceedings on the part of the Parent or Merger Sub and no stockholder votes the Acquisition Subsidiary are necessary to authorize this Agreement or and the consummation by Parent and Merger Sub of the Transactions to which it is a partyTransactions. Each of Parent and Merger Sub has duly and validly When executed and delivered delivered, each of this Agreement and, assuming and the due authorization, execution and delivery by the Company of this Agreement, this Investors’ Rights Agreement constitutes Parent’s and Merger Sub’s will constitute a legal, valid and binding obligationobligation of the Parent, enforceable against each of the Parent and Merger Sub in accordance with its termsthe terms hereof and thereof, except as limited by Laws subject to general equitable principles and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting the enforcement of creditors’ rights generally. When executed and delivered, by this Agreement will constitute a legal, valid and binding obligation of the Acquisition Subsidiary, enforceable against the Acquisition Subsidiary in accordance with the terms hereof, subject to general equitable principles or by the discretion and applicable bankruptcy, insolvency, reorganization, moratorium and other laws of any Governmental Entity before which any Proceeding seeking general application affecting enforcement may be broughtof creditors’ rights generally.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a partyparty other than Parent’s approval and adoption of this Agreement, in its capacity as sole stockholder of Merger Sub, which will be obtained by written consent immediately after the execution of this Agreement. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as may be limited by Laws affecting the enforcement of creditors’ rights generally, generally or by general equitable principles (whether considered in a Proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity).

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such partyTransactions. The execution and delivery by each of Parent and Merger Sub of this Agreement, the performance and compliance by Parent and Merger Sub with each of its obligations herein Agreement and the consummation by Parent and Merger Sub it of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and and, subject to the succeeding sentence, no other corporate proceedings actions on the its part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement. Parent, as sole stockholder of Merger Sub, shall adopt this Agreement or immediately after the execution and delivery hereof. Neither the approval nor adoption of this Agreement nor the consummation by Parent and Merger Sub of the Transactions to which it is a partyrequires any approval of the stockholders of Parent. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company of this AgreementCompany, this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its terms, except as that such enforceability may be (i) limited by Laws bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting the enforcement of creditors’ rights generally, by generally and (ii) subject to general equitable principles (whether considered in a proceeding in equity or by the discretion at law) and any implied covenant of any Governmental Entity before which any Proceeding seeking enforcement may be broughtgood faith and fair dealing.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub HMAUF has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and the Transaction Documents to perform and comply with each of its covenants and obligations under this Agreement which it is a party and to consummate the Transactions applicable Transactions, and upon consummation of the Transactions, to such partyown and operate Honesty Group and its Subsidiaries and the Business. The execution and delivery by each of Parent and Merger Sub HMAUF of this AgreementAgreement and the Transaction Documents to which it is a party, the performance and compliance by Parent and Merger Sub with each of its obligations herein and the consummation by Parent and Merger Sub HMAUF of the Transactions applicable to it Transactions, have been duly authorized and approved by all necessary corporate action on the part HMAUF Board of Parent and Merger Sub, Directors and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes HMAUF are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions other than the Holder Approval. Except for the Holder Approval, all action, corporate and otherwise, necessary to which it is a party. Each of Parent be taken by HMAUF to authorize the execution, delivery and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company performance of this Agreement, the Transaction Documents and all other agreements and instruments delivered by HMAUF in connection with the Transactions has been duly and validly taken. Each of this Agreement and the Transaction Documents to which HMAUF is a Party has been duly executed and delivered by HMAUF and constitutes Parent’s the valid, binding, and Merger Sub’s legal, valid and binding obligationenforceable obligation of HMAUF, enforceable against each of Parent and Merger Sub in accordance with its terms, except as enforceability may be limited by Laws applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer or similar laws of general application now or hereafter in effect affecting the enforcement rights and remedies of creditors’ rights generally, creditors and by general equitable principles of equity, regardless of whether enforcement is sought in a proceeding at law or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be broughtin equity.

Authority; Execution and Delivery; Enforceability. Each of Guarantor, Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party, subject to, in the case of the consummation of the Merger, the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. The execution and delivery by each of Guarantor, Parent and Merger Sub of this Agreement, the performance and compliance by Guarantor, Parent and Merger Sub with each of its obligations herein and the consummation by Guarantor, Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Guarantor, Parent and Merger Sub, and no other corporate proceedings on the part of Guarantor, Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Guarantor, Parent and Merger Sub of the Transactions to which it is a party, subject to, in the case of the consummation of the Merger, the adoption of this Agreement by Parent as the sole stockholder of Merger Sub. Each of Guarantor, Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Guarantor’s, Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Guarantor, Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.

Authority; Execution and Delivery; Enforceability. Each of the Buyer and the Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such partyperform its obligations hereunder. The execution and delivery by each of the Buyer and the Parent and Merger Sub of this Agreement, Agreement and the performance and compliance by Parent and Merger Sub with each of its their respective obligations herein and the consummation by Parent and Merger Sub of the Transactions applicable to it hereunder have been duly authorized by all necessary corporate action on the part of Parent and Merger Subthe Buyer or the Parent, as applicable, and such authorization has not been subsequently modified or rescinded, and, subject to the succeeding sentence, no other corporate proceedings actions on the such Party’s part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement. Neither the approval of this Agreement or nor the consummation by Parent and Merger Sub performance of the Transactions to which it is a partyBuyer Obligations hereunder requires any approval of the stockholders of the Buyer. Neither the approval of this Agreement nor the performance of the Parent’s obligations hereunder requires any approval of the stockholders of the Parent. Each of the Buyer and the Parent and Merger Sub has duly and validly executed and delivered this Agreement Agreement, and, assuming the due authorization, execution and delivery by the Company of this Agreementand the Seller, this Agreement constitutes Parent’s and Merger Sub’s its legal, valid and binding obligation, enforceable against each of Parent and Merger Sub it in accordance with its terms, except as that such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws of general application relating to or affecting the enforcement of creditors’ rights generally, by generally and (ii) subject to general equitable principles (whether considered in a proceeding in equity or by the discretion at law) and any implied covenant of any Governmental Entity before which any Proceeding seeking enforcement may be broughtgood faith and fair dealing.

Authority; Execution and Delivery; Enforceability. Each of Parent and Merger Sub has all necessary power and authority to execute and deliver this Agreement, to perform and comply with each of its covenants and obligations under this Agreement and to consummate the Transactions applicable to such party. The execution and delivery by each of Parent and Merger M▇▇▇▇▇ Sub of this Agreement, the performance and compliance by each of Parent and Merger Sub with each of its obligations herein and the consummation by each of Parent and Merger Sub of the Transactions applicable to it have been duly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub and no stockholder votes are necessary to authorize this Agreement or the consummation by Parent and Merger Sub of the Transactions to which it is a party. Each of Parent and Merger Sub has duly and validly executed and delivered this Agreement and, assuming the due authorization, execution and delivery by the Company of this Agreement, this Agreement constitutes Parent’s and Merger Sub’s legal, valid and binding obligation, enforceable against each of Parent and Merger Sub in accordance with its terms, except as limited by Laws affecting the enforcement of creditors’ rights generally, by general equitable principles or by the discretion of any Governmental Entity before which any Proceeding seeking enforcement may be brought.