Common use of Due Authorization Clause in Contracts

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, full power and authority to execute enter into this Agreement, to perform its obligations hereunder and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderhereby. The execution execution, delivery and delivery performance by the Company of this Agreement and the applicable Ancillary Agreements Agreement, and the consummation by the Company of the applicable transactions contemplated hereby and thereby 37 hereby, including the Merger, have been duly and validly authorized and approved by the Board of Directors unanimous vote of the Companyboard of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other company corporate actions or corporate proceeding proceedings on the part of the Company is or its stockholders shall be necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the transactions contemplated hereby. The Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement. This Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting in effect which affect the enforcement of creditors’ rights generally and subject, as to enforceability, to general principles of equityby equitable principles. (b) On or prior Prior to the date of this Agreement, the Board Company and its board of Directors directors, have taken all action necessary to exempt under or make not subject to (i) the provisions of Section 203 of the DGCL, (ii) any other Takeover Law or (iii) any provision of the Organizational Documents of the Company has duly adopted resolutions (i) declaring that this Agreement and the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable Ancillary Agreementsstate Law: (x) the execution of this Agreement, (y) the Merger and (z) any of the other transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and by this Agreement. The Company does not have in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company effect any “poison pill” or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalsshareholder rights plan.

Due Authorization. (a) Other than the Company Stockholder ApprovalsThe execution, the Company has all requisite company or corporate power, as applicable, delivery and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery performance of this Agreement (including any agreement, document and the applicable Ancillary Agreements instrument executed and the consummation of the transactions contemplated hereby and thereby have delivered pursuant to this Agreement) by Two Harbors LLC has been duly and validly authorized and approved by the Board all necessary actions required of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Two Harbors LLC. This Agreement has beenand each agreement, document and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly instrument executed and delivered by the Company and or on behalf of Two Harbors LLC pursuant to this Agreement constitutes, or when executed and on or prior to the Closing, each applicable Ancillary Agreement delivered will constitute, a the legal, valid and binding obligation of the CompanyTwo Harbors LLC, each enforceable against the Company Two Harbors LLC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the The execution, delivery and performance by Two Harbors Property of each agreement or other document included in or contemplated by the Company Formation Transaction Documentation to which it is a party has been duly and validly authorized by all necessary actions required of Two Harbors Property. Each agreement, document and instrument included in or contemplated by the Formation Transaction Documentation and executed and delivered by or on behalf of Two Harbors Property constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Two Harbors Property, each enforceable against Two Harbors Property in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) The execution, delivery and performance by Two Harbors of this Agreement and each other Formation Transaction Documentation to which it is a party have been duly and validly authorized by all necessary actions required of Two Harbors. Each agreement, document and instrument included in or contemplated by the applicable Ancillary Agreements, Formation Transaction Documentation and the transactions contemplated hereby executed and thereby, including the Merger. No other company delivered by or corporate action is required on the part behalf of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary AgreementsTwo Harbors constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Two Harbors, each enforceable against Two Harbors in accordance with its terms, subject to approve the Mergerapplicable bankruptcy, insolvency, moratorium or other than the Company Stockholder Approvalssimilar Laws relating to creditors’ rights and general principles of equity.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.55.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other Transaction Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board board of Directors directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than Transaction Documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the applicable Ancillary Agreements other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, each applicable Ancillary Agreement the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board board of Directors directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders shareholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the MergerTransactions, other than the Company Stockholder ApprovalsShareholder Approval.

Due Authorization. (a) Other than Subject to the receipt of the Company Stockholder ApprovalsShareholder Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the approvals described satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in Section 4.5) to consummate the transactions contemplated hereby Separation and thereby and to perform all of its obligations hereunder and thereunderDistribution Agreement). The execution and delivery by the Company of this Agreement and the applicable Ancillary Agreements Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary and validly authorized and approved by the Board of Directors of the Companyproper corporate action on its part, and no other company or corporate proceeding action on the part of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date and the applicable Ancillary Agreements (other than Distribution Date, and the declaration of the Distribution by the Company Stockholder Approvals). This Agreement has been, and on or prior Board (the effectiveness of which is subject to the Closingsatisfaction or, to the extent permitted by applicable Ancillary Agreements Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the Transactions. Each of this Agreement and the Transaction Documents to which the Company is or will be, be a party as of the Effective Time has been or will be duly and validly executed and delivered by the Company it and (assuming that this Agreement constitutesor such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and on or prior to binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. equity (b) On or prior to the date of this Agreementcollectively, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals“Remedies Exception”).

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement, to perform its obligations hereunder and, subject to approval by the holders of a majority of the outstanding shares of Common Stock of this Agreement and the Ancillary Agreements to which it is a party and Mergers (subject to the approvals described in Section 4.5) “Company Stockholder Approval”), to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Companyhereby, and no other company corporate actions or corporate proceeding proceedings on the part of the Company is or its stockholders shall be necessary to authorize this Agreement and the applicable Ancillary Agreements (other than transactions contemplated hereby. The board of directors of the Company Stockholder Approvals). This has adopted resolutions, by unanimous written consent of the directors in lieu of a meeting, (i) approving the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement has beenis in the best interests of the Company and its stockholders, (iii) declaring this Agreement advisable and on or prior (iv) recommending that the Company’s stockholders adopt this Agreement and directing that this Agreement be submitted to the Closing, the applicable Ancillary Agreements will be, Company’s stockholders for adoption. The Company has duly and validly executed and delivered by the Company and this Agreement. This Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganizationmoratorium, moratorium and reorganization or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and subjectby rules of Law governing specific performance, as to enforceability, to general principles of equityinjunctive relief and equitable principles. (b) On or prior Prior to the date of this Agreement, the Board Company and its board of Directors of the Company has duly adopted resolutions directors have taken all action necessary to exempt under or make not subject to (i) declaring that this Agreement and the provisions of Section 203 of the DGCL, (ii) any other applicable Ancillary Agreements, and Takeover Law or (iii) any provision of the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, Organizational Documents of the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance Subsidiaries that would require any corporate approval other than that otherwise required by the Company DGCL or other applicable state Law, each of the execution of this Agreement Agreement, the Mergers and any of the applicable Ancillary Agreements, and the other transactions contemplated hereby and thereby, including the Mergerby this Agreement. No other company The Company does not have in effect any “poison pill” or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalsshareholder rights plan.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is or will be a party and (to perform all obligations to be performed by it hereunder and thereunder and, subject only to obtaining the approvals described in Section 4.5) Company Stockholder Approval by the Requisite Company Stockholders, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board board of Directors directors of the CompanyCompany and other than execution and delivery of the Company Stockholder Approval by the Requisite Company Stockholders, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Transaction Agreements or the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on or prior to each such Transaction Agreement (when executed and delivered by the Closing, the applicable Ancillary Agreements Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary such Transaction Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity. , whether such principles are considered in a proceeding in equity or at Law (bcollectively, the “Enforceability Exceptions”). At a meeting duly called and held, the board of directors of the Company has unanimously (i) On or prior determined that it is in the best interests of the Company and the stockholders of the Company, and declared it advisable, to enter into this Agreement providing for the Mergers, (ii) approved this Agreement and the Transactions, including the Mergers, on the terms and subject to the date conditions of this Agreement, the Board of Directors of the Company has duly and (iii) adopted resolutions (i) declaring a resolution recommending that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and therebyTransactions, including the MergerMergers, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance be adopted by the stockholders of the Company. The Company Stockholder Approval is the only vote or consent of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part holders of any class of Equity Securities of the Company or any of its stockholders Subsidiaries that is required to enter into adopt this Agreement or the applicable Ancillary Agreements, or to and approve the Merger, other than the Company Stockholder ApprovalsTransactions.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company corporate or corporate power, as applicable, similar organizational power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is a party party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in Section 4.55.05) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable each Ancillary Agreements Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by the Company Board of Directors of and, except for the CompanyCompany Stockholder Approval, and no other company corporate or corporate proceeding similar organizational action on the part of the Company or any of its Subsidiaries or any holders of any Equity Securities of the Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is (or will be) a party, the performance by the Company of its obligations hereunder and thereunder and the applicable Ancillary Agreements (other than consummation of the Company Stockholder Approvals)transactions contemplated hereby and thereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, been duly and validly executed and delivered by the Company and and, assuming this Agreement constitutesconstitutes a legal, valid and on or prior binding obligation of the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Closingapplicable bankruptcy, each applicable insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party, when executed and delivered by the Company, will constitutebe duly and validly executed and delivered by the Company, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, Merger and the transactions contemplated hereby by this Agreement, (ii) determined that this Agreement, the Merger and thereby, including the Merger, transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, of the Company and its stockholdersthe Holders, and (iiiii) authorizing and approving directed that the execution, delivery and performance adoption of this Agreement be submitted for approval by the Company of Stockholders and (iv) resolved to recommend that the Company Stockholders approve this Agreement and Agreement, the applicable Ancillary Agreements, Merger and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into by this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsAgreement.

Due Authorization. (a) Other than the Company Stockholder ApprovalsApproval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding other than the Company Stockholder Approval on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is or will be a party contemplated hereby. This Agreement has been, and on or prior to the ClosingClosing and upon execution by the Company, such other documents to which the applicable Ancillary Agreements Company is or will be a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is or will be a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is or will be a party contemplated hereby and the transactions contemplated hereby and thereby, thereby (including the Merger, ) are advisable and fair to, and in the best interests of, the Company and its stockholders, stockholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is or will be a party contemplated hereby and the transactions contemplated hereby and thereby, thereby (including the Merger). No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is or will be a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder ApprovalsApproval.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Each Group Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other Transaction Documents to which it is a party and (subject to the approvals described in Article II and Section 4.56.4) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other Transaction Documents to which any Group Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the Board board of Directors directors or similar governing body of the such Group Company, and other than the approvals specified in this Agreement and the relevant Transaction Documents, no other company or corporate proceeding on the part of the such Group Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Transaction Documents to which such Group Company Stockholder Approvals)is a party. This Agreement has been, and on or prior to the Merger Closing, the applicable Ancillary Agreements other Transaction Documents to which any Group Company is a party contemplated hereby will be, duly and validly executed and delivered by the such Group Company and this Agreement constitutes, and on or prior to the Merger Closing, each applicable Ancillary Agreement the other Transaction Documents to which such Group Company is a party will constitute, a legal, valid and binding obligation of the such Group Company, enforceable against the such Group Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board competent corporate body of Directors of the each Group Company has duly adopted or passed resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other Transaction Documents to which such Group Company is a party and the transactions contemplated hereby and thereby, including the Merger, Transactions are advisable and fair to, and in the best interests of, the such Group Company and its stockholdersshareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the such Group Company of this Agreement and the applicable Ancillary Agreements, other Transaction Documents to which such Group Company is a party and the transactions contemplated hereby and thereby, including the MergerTransactions. No other company or corporate action is required on the part of the any Group Company or any of its stockholders shareholders to enter into this Agreement or the applicable Ancillary Agreements, Transaction Documents to which such Group Company is a party or to approve the MergerTransactions, other than the Company Stockholder Approvalsapprovals specified in this Agreement.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder Approvals.

Due Authorization. (a) Other than Each of the Company Stockholder Approvals, and Merger Sub has the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is or will be a party and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 4.54.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board and the board of Directors directors of the CompanyMerger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.05, no other company or corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and or any other Transaction Agreements or the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and on each such other Transaction Agreement has been or prior to will be (when executed and delivered by the Closing, the applicable Ancillary Agreements will beCompany or Merger Sub as applicable), duly and validly executed and delivered by the Company or Merger Sub, as applicable, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on each such other Transaction Agreement constitutes or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the CompanyCompany or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Company Board of Directors of the Company has duly adopted resolutions unanimously (i) declaring determined that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and it is in the best interests of, of the Company and its stockholdersthe Company Shareholders, and (ii) authorizing and approving the executiondeclared it advisable, delivery and performance by for the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement and the other Transaction Agreements to which the Company is or will be a party; (ii) approved this Agreement, the applicable Ancillary Agreementsother Transaction Agreements to which the Company is or will be a party and the Transactions, including the Mergers, the First Plan of Merger and the Second Plan of Merger; and (iii) adopted a resolution recommending to the Company Shareholders the approval of the Company Transaction Proposals. On or prior to approve the date of this Agreement, the Company Shareholder Approval was duly and validly obtained pursuant to the Written Consent. On or prior to the date of this Agreement, the board of directors of Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub to enter into this Agreement and the other Transaction Agreements to which Merger Sub is or will be a party and (ii) approved this Agreement, the other Transaction Agreements to which Merger Sub is or will be a party and the Transactions to which Merger Sub is a party, including the First Merger and First Plan of Merger. On or prior to the date of this Agreement, the Company, in its capacity as the sole shareholder of Merger Sub, has approved this Agreement and the other Transaction Agreements to which Merger Sub is or will be a party and the Transactions to which Merger Sub is a party, including the First Merger and the First Plan of Merger, other than in accordance with applicable Law and the Organizational Documents of Merger Sub. (c) The only approvals or votes required from the holders of the Company’s Equity Securities in connection with the consummation of the Transactions, including the Closing, and the approval of the Company Stockholder ApprovalsTransaction Proposals are as set forth on Section 4.03(c) of the Company Disclosure Letter.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each Transaction Agreement to which it is a party and (subject to the approvals described in Section 4.55.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the Board board of Directors directors of the Company, and and, other than the Company Stockholder Approval, no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Transaction Agreements or the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on or prior to each such Transaction Agreement (when executed and delivered by the Closing, the applicable Ancillary Agreements Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary such Transaction Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity. , whether such enforceability is considered in a proceeding in equity or at Law (bthe “Enforceability Exceptions”). At a meeting duly called and held, the board of directors of the Company has unanimously (i) On or prior determined that it is in the best interests of the Company and the stockholders of the Company, and declared it advisable, to enter into this Agreement providing for the Merger, (ii) approved this Agreement and the Transactions, including the Merger, on the terms and subject to the date conditions of this Agreement, the Board of Directors of the Company has duly and (iii) adopted resolutions (i) declaring a resolution recommending that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and therebyTransactions, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance be adopted by the stockholders of the Company. The Company Stockholder Approval is the only vote or consent of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part holders of any class of equity securities of the Company or any of its stockholders Subsidiaries that is required to enter into adopt this Agreement or the applicable Ancillary Agreements, or to and approve the Merger, other than the Company Stockholder ApprovalsTransactions.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company Each Seller has all requisite company or corporate power, (as applicable, the case may be) power and authority to execute and deliver enter into this Agreement and the Ancillary Related Agreements to which it such Seller is to be a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderand, if applicable, thereby. The execution execution, delivery and delivery performance of this Agreement by each Seller and the applicable Ancillary Related Agreements by each Seller which is to be a party thereto, and the consummation of the transactions contemplated hereby and thereby have by each Seller, has been duly and validly authorized and approved by the Board of Directors of the Company, each Seller and no other company or corporate action or proceeding on the part of the Company any Seller is necessary to authorize this Agreement Agreement, the Related Agreements to which such Seller is to be a party and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)transactions contemplated hereby and thereby. This Agreement Each Seller has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered this Agreement and prior to or at the Closing will duly and validly execute and deliver the Related Agreements to which any such Seller is a party. Assuming the due authorization, execution and delivery of this Agreement and the Related Agreements by the Company other parties hereto and thereto, this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, constitutes a legal, valid and binding obligation of each Seller and, upon execution and delivery of the CompanyRelated Agreements to which any such Seller is a party, such Related Agreements will constitute legal, valid and binding obligations of the Seller that is a party to any Related Agreement, in each case, enforceable against the Company in accordance with its respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect that affect the enforcement of creditors’ rights generally and subject, as to enforceability, to general by equitable limitations on the availability of specific remedies and by principles of equityequity (collectively, “Enforceability Limitations”). (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the applicable Ancillary Agreements other Transaction Documents to which it is a party, the issuance and sale of the Notes, the GS Shares, the Series A Preferred Stock and the Warrants by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares, the reservation and issuance of Warrant Shares, and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company and (b) have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or all requisite corporate proceeding proceedings on the part of the Company, except for the approval by the stockholders of the Company referenced in Section 5.6. The Board of Directors has determined that it is necessary advisable and in the best interest of the Company's stockholders for the Company to authorize this Agreement consummate the issuance and sale of the Notes, the GS Shares, the Series A Preferred Stock and the applicable Ancillary Agreements (other than Warrants upon the Company Stockholder Approvals)terms and subject to the conditions set forth in this Agreement, and has unanimously recommended that the Company's stockholders approve the transactions referenced in Section 5.6. As of May 5, 2000, the Board of Directors consists of eight directors and the Initial Noteholder Designee has been duly appointed to serve as a member of the Board of Directors and the Executive Committee of the Board of Directors as of January 20, 2000. This Agreement has been, and on or prior each of the other Transaction Documents to which the Closing, Company is a party when executed and delivered by the applicable Ancillary Agreements Company will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to each of such other Transaction Documents when executed and delivered by the Closing, each applicable Ancillary Agreement Company will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ now or hereafter in effect relating to the rights generally of creditors generally. The GS Shares have been duly and subjectvalidly issued and are outstanding, as to enforceabilityfully paid and nonassessable. At the Second Closing, to general principles the Conversion Shares will be validly reserved for issuance, and upon issuance in accordance with the Series A Certificate of equityDesignation and Series B Certificate of Designation will be duly and validly issued and outstanding, fully paid and nonassessable. At the Second Closing, the Warrant Shares will be validly reserved for issuance, and upon issuance in accordance with the terms of the Warrants will be duly and validly issued and outstanding, fully paid and nonassessable. (bk) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement Section 3.3 is hereby amended and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and restated in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals.entirety as follows:

Due Authorization. (a) Other than the Company Stockholder ApprovalsApproval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder (including the Company Recapitalization). The Company Stockholder Approval is the only approval by the Company’s stockholders necessary in connection with the consummation of the Merger under applicable Law (including the DGCL and the CCC) and the Company’s Governing Documents. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the ClosingClosing and upon execution by the Company, such other documents to which the applicable Ancillary Agreements Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, thereby (including the Merger, Company Recapitalization) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, thereby (including the MergerCompany Recapitalization). No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder ApprovalsApproval.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all the requisite company or corporate power, as applicable, power and authority to enter into, execute and deliver this Agreement, the Warrants and the Registration Rights Agreement and the Ancillary Agreements to which it is a party perform its obligations hereunder and (subject to the approvals described in Section 4.5) thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement, the Warrants and the Registration Rights Agreement by the Company and the consummation by the Company of the transactions contemplated hereunder and thereunder have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on the part of the Company, pursuant to the General Corporation Law of the State of Delaware, as amended, or otherwise, are necessary to authorize the execution and delivery of this Agreement, the Warrants and the Registration Rights Agreement or to consummate the transactions contemplated hereunder or thereunder other than the Stockholder Approval. (b) The Investor has formally requested and the Board has granted a waiver and exemption to the Investor under the Tax Plan and otherwise modified the Rights Plan effective concurrently with the execution of this Agreement, in each case, to permit the entering into of this Agreement and the applicable Ancillary Agreements and Settlement Agreement, and, subject to the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved hereunder, the acquisition by the Board Investor and/or any of Directors its Affiliates of the CompanyShares, the Warrants and the Underlying Shares and the acquisition by the Investor and/or any of its Affiliates of additional securities as set forth in the Settlement Agreement. The Rights Agreements have not been further amended or modified, as of the date hereof, and no other company will not be further amended or corporate proceeding modified to prohibit or restrict any of the foregoing permitted acquisitions. The Company (i) has not granted any currently effective waiver or exemption to any Person under any Rights Agreement, except as set forth on the part Section 3.2(b) of the Company is necessary Disclosure Schedule, (ii) will not grant any waiver or exemption to authorize this any Person under any Rights Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, Closing and (iii) will not grant any waiver or exemption to any Person under any Rights Agreement that would prohibit or restrict any of the applicable Ancillary Agreements will be, duly and validly executed and delivered foregoing permitted acquisitions by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation Investor and/or any of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityAffiliates. (bc) On or prior The Board has taken the necessary actions such that the restrictions on business combinations contained in DGCL Section 203 will not apply to the date Investor and its Affiliates and Associates (as defined in DGCL Section 203) solely by virtue of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair toacquisitions permitted by Section 5(a) of the Settlement Agreement, and neither the Investor nor any of its Affiliates and Associates shall be deemed to be an “interested stockholder” (as defined in and contemplated by Section 203(c)(5) of the best interests of, the Company and its stockholders, and (iiDGCL) authorizing and approving the execution, delivery and performance by the Company solely as a result of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby or the foregoing permitted acquisitions (the “Section 203 Approval”). Notwithstanding the foregoing, from and therebyafter such time as the Investor, including the Merger. No other company or corporate action is required on the part together with its Affiliates and Associates, no longer has collective beneficial ownership of at least fifteen percent (15%) in voting power of the Company Company’s then-outstanding capital stock by virtue of having made a disposition, the Section 203 Approval shall not be applicable to any subsequent acquisitions of the Company’s capital stock by the Investor and its Affiliates and Associates that would result in such Persons having beneficial ownership of fifteen percent (15%) or any more in voting power of the Company’s capital stock. The Investor hereby acknowledges and agrees that the Section 203 Approval is limited in accordance with the terms of the Board resolutions as set forth above, and is effective only to the extent of such limitation, as set forth above, and that Section 203 (and the restrictions on business combinations contained therein) shall otherwise apply to the Investor and its stockholders Affiliates and Associates and shall apply as a matter of contract pursuant to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsAgreement.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the approvals described satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in Section 4.5) to consummate the transactions contemplated hereby Separation and thereby and to perform all of its obligations hereunder and thereunderDistribution Agreement). The execution and delivery by the Company of this Agreement and the applicable Ancillary Agreements Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary and validly authorized and approved by the Board of Directors of the Companyproper corporate action on its part, and no other company or corporate proceeding action on the part of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date and the applicable Ancillary Agreements (other than Distribution Date, and the declaration of the Distribution by the Company Stockholder Approvals). This Agreement has been, and on or prior Board (the effectiveness of which is subject to the Closingsatisfaction or, to the extent permitted by applicable Ancillary Agreements Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the Transactions. Each of this Agreement and the Transaction Documents to which the Company is or will be, be a party as of the Effective Time has been or will be duly and validly executed and delivered by the Company it and (assuming that this Agreement constitutesor such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and on binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or prior to will when executed and delivered constitute the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. equity (b) On or prior to the date of this Agreementcollectively, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals“Remedies Exception”).

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute enter into this Agreement, to perform its obligations hereunder and, subject to the filings under Section ‎2.3, to consummate the Transactions, and deliver except for obtaining the Company Shareholder Approval, no other corporate actions or proceedings on the part of the Company or its shareholders shall be necessary to authorize this Agreement and the Ancillary Agreements to which it is a party Transactions. The execution, delivery and (subject to performance by the approvals described Company of this Agreement, and, assuming the representations and warranties set forth in Section 4.5) to consummate the transactions contemplated hereby ‎5.10 are true and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and correct, the consummation by it of the transactions contemplated hereby and thereby Merger, have been duly and validly authorized and approved by the Company Board and, assuming that the Merger is consummated in accordance with the MBCA, except for filing the MBCA Certificate of Directors of Merger with the CompanyMichigan Department pursuant to the MBCA and subject to obtaining the Company Shareholder Approval, and no other company or corporate proceeding action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityTransactions. (b) On or prior to the date of this Agreement, the The Company Board of Directors of the Company has duly adopted resolutions unanimously (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreementsconsummation of the Transactions, (ii) determining that this Agreement and the transactions contemplated hereby Transactions are fair to and thereby, including in the Merger. No other company or corporate action is required on the part best interests of the Company or any of its stockholders to enter into and the Company’s shareholders, (iii) adopting and declaring advisable this Agreement and the consummation of the Merger and (iv) in accordance with Section 782 of the MBCA, exempting Parent, Merger Sub, this Agreement and the Transactions from the requirements of Section 780 of the MBCA, and (v) recommending that the shareholders of the Company approve this Agreement (the “Recommendation”), which resolutions have not, except after the date of this Agreement as permitted by Section ‎6.4, been subsequently rescinded, modified or withdrawn. The Company Shareholder Approval is the applicable Ancillary Agreements, or only vote of holders of securities of the Company which is required to approve this Agreement and consummation of the MergerMerger and the other Transactions. (c) The Company has duly and validly executed and delivered this Agreement. Assuming the due authorization, other than execution and delivery hereof by Parent, Merger Sub and Guarantor, this Agreement constitutes a legal, valid and binding obligation of the Company Stockholder Approvalsenforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance moratorium, reorganization or similar Laws now or hereafter in effect which affect the enforcement of creditors’ rights generally and by rules of Law governing specific performance, injunctive relief and equitable principles (the “Enforceability Exceptions”).

Due Authorization. (a) Other than the Company Stockholder ApprovalsApproval, each of Inpixon and the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which each of Inpixon and the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of each of Inpixon and the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which each of Inpixon and the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which each of Inpixon and the Company is a party contemplated hereby will be, duly and validly executed and delivered by each of Inpixon and the Company and this Agreement constitutes, and on or prior to the Closing, the other documents to which each applicable Ancillary Agreement of Inpixon and the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each of Inpixon and the Company, enforceable against each of Inpixon and the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, (i) the Board of Directors of each of Inpixon and the Company has duly adopted resolutions (A) determining that it is in the best interests of each of Inpixon and the Company and its stockholders, and declaring advisable, to enter into this Agreement and the other documents to which each of Inpixon and the Company is a party contemplated hereby, and (B) approving the execution, delivery and performance by each of Inpixon and the Company of this Agreement and the other documents to which each of Inpixon and the Company is a party contemplated hereby and the transactions contemplated hereby and thereby and (ii) the Board of Directors of the Company has duly adopted resolutions (i) declaring that recommending the adoption and approval of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance thereby by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the MergerCompany’s stockholders. No other company or corporate action is required on the part of Inpixon, the Company or any of its their respective stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which Inpixon or the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder ApprovalsApproval. The Company Stockholder Approval will be duly and validly obtained in accordance with applicable Law (including the DGCL) and the Governing Documents of the Company upon the execution and delivery of the Company Stockholder Written Consent pursuant to the terms of this Agreement, and, when delivered, the Company Stockholder Written Consent will constitute the Company Stockholder Approval.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to receipt of the consents, approvals and authorizations and the other requirements described in Section 4.5) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the Board of Directors of the CompanyCompany Board, and no other company or corporate proceeding on the part of the Company or any Company Shareholder is necessary to authorize the execution and delivery of this Agreement and the applicable Ancillary Agreements (other than to which the Company Stockholder Approvals)is a party. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery of this Agreement by the other Parties and of the other documents to which the Company and is a party contemplated hereby by the other parties thereto) this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Company Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, and other documents to which the transactions Company is a party contemplated hereby and thereby, including the Merger, Transactions are advisable and fair to, and in likely to promote the best interests of, success of the Company and for the benefit of its stockholdersmembers as a whole having regard (amongst other matters) to the matters referred to in section 172 of the Companies ▇▇▇ ▇▇▇▇, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and other documents to which the transactions Company is a party contemplated hereby and thereby, including the MergerTransactions. No other company or corporate action is required on the part of the Company or any of its stockholders the Company Investors to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, other than Exchange or the Company Stockholder ApprovalsMergers.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the Board of Directors of the CompanyCompany Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Company. This Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Company Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, and other documents to which the transactions Company is a party contemplated hereby and thereby, including the Merger, Transactions are advisable and fair to, and in the best interests of, the Company and its stockholders, and as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and other documents to which the transactions Company is a party contemplated hereby and therebythe Transactions and (iii) recommending that the holders of the Company Common Stock approve this Agreement and the Transactions, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder Approvals.

Due Authorization. (a) Other than Each of the Company Stockholder Approvals, the Company Parties has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.55.6) to consummate the transactions contemplated hereby Transactions and thereby the FST Restructuring, and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company Parties are parties contemplated hereby and the consummation of the transactions contemplated hereby Transactions and thereby the FST Restructuring have been duly and validly authorized and approved by the Board board of Directors directors of the Company, and no other company or corporate proceeding on the part of the Company Parties is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)Parties are parties contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents contemplated hereby will be, duly and validly executed and delivered by each of the Company Parties, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties hereto, and on or prior to the Closing, the other documents to which each applicable Ancillary Agreement of the Company Parties is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other Parties thereto, a legal, valid and binding obligation of the CompanyCompany Parties, enforceable against the Company Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board board of Directors directors of each of the Company Parties has duly adopted resolutions (i) declaring determining that this Agreement and Agreement, the applicable Ancillary Agreements, the Company Restructuring Documents, the Transactions and the transactions contemplated hereby and thereby, including the Merger, FST Restructuring are advisable and fair to, and in the best interests of, each of the Company Parties and its stockholders, the Company Shareholders and (ii) authorizing and approving the execution, delivery and performance by the Company Parties of this Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the FST Restructuring. Certified copies of the resolutions described in this Section 5.4(b) have been provided to SPAC prior to the execution and delivery of this Agreement and by the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the MergerCompany Parties. No other company or corporate action is required on the part of the Company or any of its stockholders the Company Shareholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which each of the Company Parties are party contemplated hereby or to approve the Merger, Transactions and the FST Restructuring other than the Company Stockholder Shareholder Approvals.

Due Authorization. (a) Other than Holdings has the Company Stockholder Approvals, the Company has all requisite limited liability company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each Transaction Agreement to which it is a party and (subject to the approvals described in Section 4.55.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board board of Directors managers of the Company, Holdings and no other limited liability company or corporate proceeding on the part of the Company Holdings or any of its equityholders is necessary to authorize this Agreement and the applicable Ancillary or such Transaction Agreements (other than the Company Stockholder Approvals)or Holdings’ performance hereunder or thereunder. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements each such Transaction Agreement (when executed and delivered by Holdings) will be, duly and validly executed and delivered by the Company Holdings and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary such Transaction Agreement will constitute, a legal, valid and binding obligation of the CompanyHoldings, enforceable against the Company Holdings in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as the Enforceability Exceptions. The copy of the Holdings Board Approval provided to enforceability, to general principles of equity. (b) On or Acquiror prior to the date of this Agreementhereof is true, correct and complete, is effective and has not been revoked and is the Board of Directors only approval of the Company has duly adopted resolutions (i) declaring that this Agreement and board of managers of Holdings or any of the applicable Ancillary equityholders of Holdings to approve relating to the Transaction Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement thereby and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part performance of the Company or any obligations of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsHoldings hereunder and thereunder.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate powerright, as applicable, power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderhereby. The (a) execution and delivery by the Company of this Agreement, (b) issuance, sale and delivery of the Shares by the Company and (c) compliance by the Company with each of the provisions of this Agreement (i) are within the corporate power and the applicable Ancillary Agreements and the consummation authority of the transactions contemplated hereby Company and thereby (ii) have been duly and validly authorized and approved by the Board of Directors all requisite corporate action of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, been duly and validly executed and delivered by the Company Company, and (assuming this Agreement constitutes, constitutes a valid and on or prior to binding obligation of the Closing, each applicable Ancillary Investors) this Agreement will constitute, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to limitations imposed by general principles of equity. (b) On or prior to The Shares have been duly authorized by the date of Company and, when issued, sold and delivered in accordance with this Agreement, the Shares will be validly issued, fully paid and nonassessable, free and clear of all Liens, and the issuance thereof will not be subject to any preemptive rights, right of first refusal or similar right. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law (the "DGCL"), the rules of the Company has duly adopted resolutions New York Stock Exchange (ithe "NYSE") declaring that this Agreement and or the applicable Ancillary Agreements, and consent of any other party will be required for the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part issuance of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the MergerShares, other than the Company Stockholder Approvalsapproval of the NYSE of the listing of such shares of Common Stock on the NYSE. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares.

Due Authorization. (a) Other than the Company Stockholder ApprovalsShareholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.55.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board board of Directors directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Amalgamation Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Amalgamation Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to the Company’s Governing Documents) is present the Amalgamation Proposal shall require approval by an affirmative vote of the holders of at least 75% of the Company Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the board of directors of the Company and held for such purpose. (c) The foregoing votes are the only votes of any of the Company Shares necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Amalgamation Closing. (d) On or prior to the date of this Agreement, the Board board of Directors directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders shareholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the MergerTransactions, other than the Company Stockholder ApprovalsShareholder Approval.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, The execution and authority to execute and deliver delivery by Empire of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party party, the performance by it of all the terms and (subject conditions hereof and thereof to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate proceedings on the Board part of Directors of the Company, and no Empire. No other company or corporate proceeding on the part of the Company Empire is necessary to authorize approve and adopt this Agreement and each of the applicable Ancillary Agreements (other than Transaction Documents to which it is a party and to consummate the Company Stockholder Approvals)transactions contemplated hereby and thereby. This Agreement has been, and on or prior the other Transaction Documents to the Closing, the applicable Ancillary Agreements will be, which Empire is a party have been duly and validly executed by Empire and delivered by constitute the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation obligations of the Company, Empire enforceable against the Company Empire in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date The execution and delivery by ▇▇▇▇▇▇▇▇ of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and each of the applicable Ancillary Agreementsother Transaction Documents to which it is a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby, including thereby have been duly authorized and approved by all necessary corporate proceedings on the Merger, are advisable part of ▇▇▇▇▇▇▇▇. No other corporate proceeding on the part of ▇▇▇▇▇▇▇▇ is necessary to approve and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of adopt this Agreement and each of the applicable Ancillary Agreements, other Transaction Documents to which it is a party and to consummate the transactions transaction contemplated hereby and thereby. This Agreement and the other Transaction Documents to which ▇▇▇▇▇▇▇▇ is a party have been duly and validly executed by ▇▇▇▇▇▇▇▇ and constitute the legal, including the Merger. No valid and binding obligations of ▇▇▇▇▇▇▇▇ enforceable against ▇▇▇▇▇▇▇▇ in accordance with their respective terms, subject to bankruptcy, insolvency or other company or corporate action is required on the part similar laws of the Company or any general application affecting creditors' rights and general principles of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalsequity.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the applicable Ancillary Agreements other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares and the Warrants by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Common Stock issuable upon conversion of the Series B Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (i) are within the corporate power and authority of the Company and (ii) have been duly and validly authorized and approved by the Board of Directors all necessary corporate action of the Company, subject to (A) the approval and no other company or corporate proceeding on the part adoption of each Series B Certificate of Designation by the Company is necessary to authorize this Agreement Board, (B) the Series A Holder Approval and the applicable Ancillary Agreements (other than C) the Company Stockholder Approvals)Approval. This Agreement has been, and on or prior each of the other Transaction Documents to which the Closing, Company is a party when executed and delivered by the applicable Ancillary Agreements will Company shall be, duly and validly executed and delivered by the Company Company. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and on or prior to each of such other Transaction Documents when executed and delivered by the Closing, each applicable Ancillary Agreement will Company shall constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of each series of the Series B Preferred Stock shall be as set forth in the Series B Certificate of Designation pursuant to which such series shall be issued. The Preferred Shares have been validly reserved for issuance and, when issued and delivered in accordance with the date terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the Board of Directors preemptive or other similar rights of the Company has duly adopted resolutions (i) declaring that this Agreement stockholders of the Company. The Conversion Shares and the Warrant Shares have been validly reserved for issuance and, when issued and delivered in accordance with the terms of the applicable Ancillary AgreementsSeries B Certificate of Designation and the Warrants, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No preemptive or other company or corporate action is required on the part similar rights of the Company or any stockholders of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsCompany.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the Ancillary other Transaction Agreements to which it is a party; and (b) carry out the Company’s obligations hereunder and thereunder and to consummate the Transactions (including the Merger), in each case, subject to the consents, approvals, authorizations and other requirements described in Section 4.5. The execution and delivery by the Company of this Agreement and the other Transaction Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation by the Company of the transactions contemplated hereby and thereby Transactions (including the Merger) have been been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly authorized and approved by all requisite action, including approval by the Board board of Directors directors of the CompanyCompany and, following receipt of the affirmative vote or consent of the holders of shares representing a majority of the voting power of the Company required to approve and adopt this Agreement, the Merger and the other Transactions under the Charter Documents and the DGCL, including, without limitation, the approval of the holders of the Company Preferred Stock and Company Common Stock, respectively, including the (x) approval of the majority of the holders of the Company Preferred Stock and the Company Common Stock voting as a single class (on an as converted basis) and (y) approval of fifty-five percent (55%) of the holders of the outstanding Company Preferred Stock (the Company Series A Preferred Stock and the Company Series B Preferred Stock voting together as a separate class from the Company Common Stock) (collectively, the “Company Stockholder Approval”), and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement. This Agreement and the applicable Ancillary other Transaction Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, which it is a party have been duly and validly executed and delivered by the Company and (assuming this Agreement constitutesconstitutes a legal, valid and on binding obligation of each of Parent and Merger Sub) constitute or prior to will constitute the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. equity (b) On or prior to the date of this Agreementcollectively, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals“Remedies Exception”).

Due Authorization. (a) Other than the Company Stockholder ApprovalsThe execution, the Company has all requisite company or corporate power, as applicable, delivery and authority to execute and deliver performance of this Agreement and the Ancillary Agreements other Loan Documents to which it the Borrower, any Subsidiary Guarantor or the Trust is or is to become a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all (i) are within the authority of its obligations hereunder and thereunder. The execution and delivery of this Agreement the Borrower, such Subsidiary Guarantor and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby Trust, (ii) have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding all necessary proceedings on the part of the Company Borrower, such Subsidiary Guarantor or the Trust and any general partner or manager thereof, (iii) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower, such Subsidiary Guarantor or the Trust is necessary to authorize this Agreement and the subject or any judgment, order, writ, injunction, license or permit applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the ClosingBorrower, such Subsidiary Guarantor or the applicable Ancillary Agreements will beTrust, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation (iv) do not conflict with any provision of the CompanyOrganizational Documents of the Borrower, enforceable against such Subsidiary Guarantor or the Company in accordance Trust or any general partner or manager thereof, or with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Tech LP Agreement, the Board of Directors of the Company has duly adopted resolutions (iv) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests do not contravene any provisions of, the Company and its stockholdersor constitute Default or Event of Default hereunder, and (iivi) authorizing and approving will not cause a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the executionBorrower, delivery and performance by such Subsidiary Guarantor, FP Redland Tech or the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company Trust or any of its stockholders to enter into this Agreement the Borrower’s, such Subsidiary Guarantor’s, FP Redland Tech’s or the applicable Ancillary AgreementsTrust’s properties (except for any such failure to comply under any such other agreement, instrument, judgment, order, decree, permit, license, or to approve undertaking as would not materially and adversely affect the Mergerbusiness, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other than member of the Company Stockholder ApprovalsPotomac Group) or result in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge upon any of the properties or assets of the Borrower, such Subsidiary Guarantor, FP Redland Tech or the Trust.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate powerright, as applicable, power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party Merger Agreement and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The (a) execution and delivery by the Company of this Agreement, (b) issuance, sale and delivery of the Shares by the Company and (c) compliance by the Company with each of the provisions of this Agreement (i) are within the corporate power and the applicable Ancillary Agreements and the consummation authority of the transactions contemplated hereby Company and thereby (ii) have been duly and validly authorized and approved by the Board of Directors all requisite corporate action of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, been duly and validly executed and delivered by the Company Company, and (assuming this Agreement constitutes, constitutes a valid and on or prior to binding obligation of the Closing, each applicable Ancillary Investor) this Agreement will constitute, constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to limitations imposed by general principles of equity. (b) On or prior to The Shares have been duly authorized by the date of Company and, when issued, sold and delivered in accordance with this Agreement, the Shares will be validly issued, fully paid and nonassessable, free and clear of all Liens, and the issuance thereof will not be subject to any preemptive rights, right of first refusal or similar right. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law (the "DGCL"), the rules of the Company has duly adopted resolutions New York Stock Exchange (ithe "NYSE") declaring that this Agreement and or the applicable Ancillary Agreements, and consent of any other party will be required for the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part issuance of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the MergerShares, other than the Company Stockholder Approvalsapproval of the NYSE of the listing of such shares of Common Stock on the NYSE. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute enter into this Agreement, to perform its obligations hereunder and, subject to the filings under Section 2.3, to consummate the Transactions, and deliver except for obtaining the Company Stockholder Approval, no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the Ancillary Agreements to which it is a party Transactions. The execution, delivery and (subject to performance by the approvals described Company of this Agreement, and, assuming the representations and warranties set forth in Section 4.5) to consummate the transactions contemplated hereby 5.9 are true and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and correct, the consummation by it of the transactions contemplated hereby and thereby Merger, have been duly and validly authorized and approved by the Company Board and, assuming that the Merger is consummated in accordance with the DGCL, except for filing the Certificate of Directors Merger with the Secretary of State of the CompanyState of Delaware pursuant to the DGCL, and no other company or corporate proceeding action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityTransactions. (b) On or prior to The Company Board, after considering the date of this Agreement, the Board of Directors recommendation of the Company Special Committee, has duly adopted resolutions unanimously (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreementsconsummation of the Transactions, (ii) determining that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company’s stockholders, (iii) approving and declaring advisable this Agreement and the consummation of the Merger, (iv) resolving that this Agreement and the Transactions shall be governed by and effected under Section 251 of the DGCL, (v) ​ recommending that the stockholders of the Company adopt this Agreement (the “Recommendation”), and (vi) directed that the adoption of this Agreement be submitted to the stockholders of the Company for their consideration, which resolutions have not, except after the date of this Agreement as permitted by Section 6.4, been subsequently rescinded, modified or withdrawn. The Company Stockholder Approval is the only vote of holders of securities of the Company that is required to adopt this Agreement and approve the Merger and the other Transactions. (c) The Company has duly and validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery hereof by ▇▇▇▇▇▇ and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar Laws now or hereafter in effect which affect the enforcement of creditors’ rights generally and by rules of Law governing specific performance, injunctive relief and equitable principles (the “Enforceability Exceptions”). (d) As of the date hereof and at all times on or prior to the Effective Time, the Company and the Company Board have taken all actions necessary so that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the timely consummation of the Merger and the other transactions contemplated hereby and thereby, including the Mergerhereby. No other company Takeover Law or corporate action is required on similar provision of the part Organizational Documents of the Company and its Subsidiaries is, or any of its stockholders at the Effective Time will be, applicable to enter into this Agreement and the Transactions. The Company does not have in effect any “poison pill,” stockholder rights plan or the applicable Ancillary Agreements, similar anti-takeover agreement or to approve the Merger, other than the Company Stockholder Approvalsplan.

Due Authorization. (a) Other than Each of the Company Stockholder Approvals, the Company and Merger Sub has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party. Each of the Company and Merger Sub has all requisite corporate power and authority to perform its respective obligations under this Agreement and each Ancillary Agreements Agreement to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary Agreements to which they are a party by each of the Company and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by all requisite action, including, in the Board case of Directors of Merger Sub, the CompanyWritten Consent, and no other company corporate or corporate equivalent proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and or the applicable Ancillary Agreements (other than or the Company Stockholder Approvals)Company’s or Merger Sub’s performance hereunder or thereunder. This Agreement and each Ancillary Agreement has been, and on been or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by each of the Company and Merger Sub and, assuming due authorization and execution by each other parties hereto and thereto, this Agreement constitutes, and on or prior to the Closing, each applicable such Ancillary Agreement will constitute, a legal, valid and binding obligation of each of the CompanyCompany and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to The Company Board and the date board of this Agreementdirectors of Merger Sub, the Board of Directors of the Company has by resolutions duly adopted resolutions (i) declaring that at a meeting duly called and held and not subsequently rescinded or modified in any way, has approved, as applicable, this Agreement and the applicable Ancillary Agreements, Agreements and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement Merger and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part issuance of the Company or any Class A Common Stock to the Pubco Stockholders. The Company has delivered to Pubco a true and complete copy of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsWritten Consent.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party and (Related Agreements, and, subject to obtaining the approvals described in Section 4.5) Stockholder Approval, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement, the Related Agreements, and the compliance by the Company with each of the provisions of this Agreement and the applicable Ancillary Related Agreements (i) are within the corporate power and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors authority of the Company, and no other company or (ii) subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company. This Agreement has been, and on or prior to each of the ClosingRelated Agreements, when executed and delivered by the applicable Ancillary Agreements Company, will be, duly and validly executed and delivered by the Company and this Company. This Agreement constitutes, and on or prior to each of the ClosingRelated Agreements, each applicable Ancillary Agreement when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior to the date of this Agreement, . The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company has (the "Board of Directors") and will be effective upon the Closing. (b) The Shares have been duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the Shares will be validly issued, fully paid and nonassessable. At the Closing, no further approval or authority of this Agreement the stockholders or the Board of Directors under the Delaware General Corporation Law (the "DGCL"), the rules of the New York Stock Exchange (the "NYSE") or the consent of any other party will be required for the issuance of the Shares. The shares of Common Stock issuable upon conversion of the Shares have been duly authorized by the Company and, when issued upon conversion of the Shares in accordance with the Series A Certificate of Designations or the Series B Certificate of Designations, as appropriate, will be validly issued, fully paid and nonassessable. At the applicable Ancillary AgreementsClosing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and the transactions contemplated hereby and thereby, including the Merger. No other company no further approval or corporate action is required on the part authority of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary AgreementsBoard of Directors under the DGCL, the rules of the NYSE or to approve the Mergerconsent of any other party, other than the Company Stockholder Approvalsapproval of the NYSE and the Pacific Exchange, Inc. (the "PCX") of the listing of such shares of Common Stock on the NYSE and PCX, will be required for such issuance of Common Stock. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares or the issuance of shares of Common Stock issuable upon conversion of the Shares other than such rights held pursuant to the Goldman Governance Agreement, the Restated Governance Agreement and the Stockholders Agreement.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party and (Related Agreements, and, subject to obtaining the approvals described in Section 4.5) Stockholder Approval, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement, the Related Agreements, and the compliance by the Company with each of the provisions of this Agreement and the applicable Ancillary Related Agreements (i) are within the corporate power and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors authority of the Company, and no other company or (ii) subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company. This Agreement has been, and on or prior to each of the ClosingRelated Agreements, when executed and delivered by the applicable Ancillary Agreements Company, will be, duly and validly executed and delivered by the Company and this Company. This Agreement constitutes, and on or prior to each of the ClosingRelated Agreements, each applicable Ancillary Agreement when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior to the date of this Agreement, . The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company has (the "Board of Directors") and will be effective upon the Closing. (b) The Shares have been duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the Shares will be validly issued, fully paid and nonassessable. At the Closing, no further approval or authority of this Agreement the stockholders or the Board of Directors under the Delaware General Corporation Law (the "DGCL"), the rules of the New York Stock Exchange (the "NYSE") or the consent of any other party will be required for the issuance of the Shares. The shares of Common Stock issuable upon conversion of the Shares have been duly authorized by the Company and, when issued upon conversion of the Shares in accordance with the Series A Certificate of Designations or the Series B Certificate of Designations, as appropriate, will be validly issued, fully paid and nonassessable. At the applicable Ancillary AgreementsClosing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and the transactions contemplated hereby and thereby, including the Merger. No other company no further approval or corporate action is required on the part authority of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary AgreementsBoard of Directors under the DGCL, the rules of the NYSE or to approve the Mergerconsent of any other party, other than the Company Stockholder Approvalsapproval of the NYSE and the Pacific Exchange, Inc. (the "PCX") of the listing of such shares of Common Stock on the NYSE and PCX, will be required for such issuance of Common Stock. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares or the issuance of shares of Common Stock issuable upon conversion of the Shares other than such rights held pursuant to the Goldman Governance Agreement, the Restated Goldman Governance Agreement and the Stockholders Agreement.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company Buyer Parent has all requisite company or necessary corporate power, as applicable, power and authority to execute execute, deliver and deliver perform its obligations under this Agreement, and the execution and delivery of this Agreement and the performance of all of its obligations hereunder have been duly authorized by Buyer Parent. Without limiting the foregoing, Buyer Parent has obtained all corporate approvals required under applicable Laws and applicable rules of the national securities exchange on which Buyers’ Common Stock is listed to issue the Shares in accordance with Section 3.2(b) except any approval by Buyer Parent’s stockholders required by such national securities exchange in connection therewith. The signing, delivery and performance by Buyer Parent of this Agreement is not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of Buyer Parent, or of any material Contract binding on Buyer Parent, or of any applicable Order. This Agreement has been duly executed and delivered by Buyer Parent, and (assuming due authorization, execution and delivery by each other Party thereto) this Agreement constitutes, and when executed and delivered by Buyer Parent, will constitute, legal, valid and binding obligations of Buyer Parent enforceable against Buyer Parent in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally. (b) Each Buyer has all necessary corporate power and authority to execute, deliver and perform its obligations under the Ancillary Agreements to which it is a party party, and (subject to the approvals described in Section 4.5) to consummate execution and delivery of such agreements and the transactions contemplated hereby and thereby and to perform performance of all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements thereunder will and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Companythereunder, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, have been duly authorized by each such Buyer. The signing, delivery and performance by each Buyer of the Ancillary Agreement to which it is a party are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of such Buyer, or of any material Contract binding on such Buyer, or of any applicable Order. The Ancillary Agreements Agreements, upon their delivery at or prior to Closing, will be, have been duly and validly executed and delivered by each Buyer that is a party thereto and constitute the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Companyeach Buyer that is a party thereto, enforceable against the Company each such Buyer in accordance with its their respective terms, subject to except as enforceability may be limited or affected by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and similar reorganization or other Laws of general application relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitygenerally. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, The execution and authority to execute and deliver delivery by Empire of this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party party, the performance by it of all the terms and (subject conditions hereof and thereof to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate proceedings on the Board part of Directors of the Company, and no Empire. No other company or corporate proceeding on the part of the Company Empire is necessary to authorize approve and adopt this Agreement and each of the applicable Ancillary Agreements (other than Transaction Documents to which it is a party and to consummate the Company Stockholder Approvals)transactions contemplated hereby and thereby. This Agreement has been, and on or prior the other Transaction Documents to the Closing, the applicable Ancillary Agreements will be, which Empire is a party have been duly and validly executed by Empire and delivered by constitute the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation obligations of the Company, Empire enforceable against the Company Empire in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that The execution and delivery by Ma▇▇▇▇▇▇ ▇f this Agreement and each of the applicable Ancillary Agreementsother Transaction Documents to which it is a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby, including thereby have been duly authorized and approved by all necessary corporate proceedings on the Merger, are advisable part of Ma▇▇▇▇▇▇. No other corporate proceeding on the part of Ma▇▇▇▇▇▇ ▇s necessary to approve and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of adopt this Agreement and each of the applicable Ancillary Agreements, other Transaction Documents to which it is a party and to consummate the transactions transaction contemplated hereby and thereby. This Agreement and the other Transaction Documents to which Ma▇▇▇▇▇▇ ▇s a party have been duly and validly executed by Ma▇▇▇▇▇▇ ▇nd constitute the legal, including the Merger. No valid and binding obligations of Ma▇▇▇▇▇▇ ▇nforceable against Ma▇▇▇▇▇▇ ▇n accordance with their respective terms, subject to bankruptcy, insolvency or other company or corporate action is required on the part similar laws of the Company or any general application affecting creditors' rights and general principles of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalsequity.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or the corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the applicable Ancillary Agreements other Transaction Documents to which it is a party, the issuance and delivery of the Securities by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the transactions contemplated hereby and thereby have been duly thereby) (a) are within the corporate power and validly authorized and approved by the Board of Directors authority of the Company, and no other company or (b) have been duly authorized by all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company. This Agreement has been, and on or prior each of the other Transaction Documents to which the Closing, Company is a party when executed and delivered by the applicable Ancillary Agreements Company will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to each of such other Transaction Documents when executed and delivered by the Closing, each applicable Ancillary Agreement Company will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . Prior to the date of this AgreementClosing, the Board of Directors Conversion Shares will be validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Company has duly adopted resolutions Preferred Stock will be as set forth in the Certificate of Designation for the Series B Preferred Stock (i) declaring that the "Certificate of Designation"), the form of which is attached to this Agreement and as Exhibit 2.2A. The terms of the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and Warrants will be set forth in the best interests ofa Warrant, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company form of which is attached to this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalsas Exhibit 2.

Due Authorization. (a) Other than Subject to the Company Stockholder Approvalsapproval of the Reserved Issuances at the General Meeting, the Company has all requisite company or corporate powerthe full right, as applicable, power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby Transaction Documents and to perform all of and discharge its obligations hereunder therein; and thereunder. The execution and delivery of following such approval at the General Meeting, this Agreement and the applicable Ancillary Agreements Transaction Documents and the consummation performance by the Company of the transactions contemplated hereby and thereby its obligations therein will have been duly and validly authorized and approved by the Board of Directors of the Companyauthorized, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements Transaction Documents will be, have been duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. . Following shareholder approval of such matters at the General Meeting, the shareholders of the Company will have fully and irrevocably waived their preferential subscription rights in favor of : (i) any industrial partner that has a similar, complementary or related business to that of the Company (ii) institutional or strategic investors (a) that have, as the case may be, the status of Qualified Institutional Buyers or Institutional Accredited Investors within the meaning of U.S. law, of qualified investors within the meaning of Regulation (EU) 2017/1129 of 14 June 2017 or an equivalent status under the rules applicable in its country of incorporation; and (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions that invest in companies with high growth potential which includes investments in small/mid cap equities; (iiii) declaring any institution that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and acts as a depository in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance connection with any offering by the Company of American Depositary Shares registered with the SEC; or (iv) any investment services providers likely to guarantee the completion of an issue intended to be placed with the persons referred to in (i) to (ii) above or within the framework of the implementation of an equity or bond line and, within this Agreement framework, to subscribe to the securities so issued. The issuance and sale of the applicable Ancillary Agreements, and the transactions Securities as contemplated hereby and therebyby the Pre-Funded Warrants and the Common Warrants will not be subject to, including and will not violate, any preferential subscription rights (other than those that have been fully and irrevocably waived). Except as set forth in the Merger. No other company Company Reports, there are no securities or corporate action instruments issued by or to which the Company is required on a party containing anti-dilution or similar provisions that will be triggered by the part issuance of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsSecurities at Closing that have not been fully and irrevocably waived.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the applicable Ancillary Agreements other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the transactions contemplated hereby and thereby have been duly thereby) (a) are within the corporate power and validly authorized and approved by the Board of Directors authority of the Company, and no other company or (b) have been duly authorized by all requisite corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company. This Agreement has been, and on or prior each of the other Transaction Documents to which the Closing, Company is a party when executed and delivered by the applicable Ancillary Agreements Company will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to each of such other Transaction Documents when executed and delivered by the Closing, each applicable Ancillary Agreement Company will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. . The Shares have been validly reserved for issuance, and upon issuance, will be duly authorized and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series C Preferred Stock and the Series D Preferred Stock will be as set forth in the Certificate of Designation for the Series C Preferred Stock and the Certificate of Designation for the Series D Preferred Stock (b) On or prior the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The Preferred Shares issued to the date Purchasers in accordance with the terms of the Certificates of Designation, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable free and clear of any Encumbrances and not subject to the Board preemptive or other similar rights of Directors any stockholders of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsCompany.

Due Authorization. (a) Other than Subject to any required approvals of the Company Stockholder ApprovalsBankruptcy Court, the Company has all shall have the requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party and (subject to shall have the approvals described in Section 4.5) requisite corporate power and authority to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the applicable Ancillary Agreements other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares, the Warrants and the Commitment Shares by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the New Common Stock issuable upon conversion of the Series A Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the New Common Stock issuable upon exercise of the Warrants (the "Warrant Shares), and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (i) are within the corporate power and authority of the Company and (ii) upon confirmation of the Plan, shall have been duly and validly authorized and approved by the Board of Directors all necessary corporate action of the Company, and no other company or corporate proceeding on the part . Subject to any required approvals of the Company is necessary to authorize Bankruptcy Court, this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior each of the other Transaction Documents to which the Closing, Company is a party when executed and delivered by the applicable Ancillary Agreements will Company shall be, duly and validly executed and delivered by the Company Company. Assuming due authorization, execution and delivery by each Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and on or prior to each of such other Transaction Documents when executed and delivered by the Closing, each applicable Ancillary Agreement will Company shall constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . The terms, designations, powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions of the Series A Preferred Stock shall be as set forth in the Preferred Stock Certificate of Designation. After giving effect to the date Reorganization, (x) the Preferred Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the Board preemptive or other similar rights of Directors the stockholders of the Company, (y) the Conversion Shares and the Warrant Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of the Preferred Stock Certificate of Designation and the Warrant Agreement, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company has duly adopted resolutions and (iz) declaring that the Commitment Shares, when issued and delivered in accordance with the terms of this Agreement Agreement, shall be validly issued and the applicable Ancillary Agreementsoutstanding, fully paid and non-assessable, and not subject to the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No preemptive or other company or corporate action is required on the part similar rights of the Company or any stockholders of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsCompany.

Due Authorization. (a) Other than the Company Stockholder ApprovalsApproval, the Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each Transaction Document to which it is or will be a party and (subject to the approvals described in Section 4.55.05 of the Company Disclosure Letter) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary Agreements such Transaction Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board board of Directors directors of the CompanyCompany and, other than execution and delivery of the Company Stockholder Approval, no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Transaction Documents or the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on or prior to each such Transaction Document (when executed and delivered by the Closing, the applicable Ancillary Agreements Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on each such Transaction Document to which the Company is or prior to the Closingwill be a party, each applicable Ancillary Agreement constitutes or will constitute, constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the applicable Ancillary Agreements other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the transactions contemplated hereby and thereby have been duly thereby) (a) are within the corporate power and validly authorized and approved by the Board of Directors authority of the Company, and no other company or (b) have been duly authorized by all requisite corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company. This Agreement has been, and on or prior each of the other Transaction Documents to which the Closing, Company is a party when executed and delivered by the applicable Ancillary Agreements Company will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to each of such other Transaction Documents when executed and delivered by the Closing, each applicable Ancillary Agreement Company will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . The Shares have been validly reserved for issuance, and upon issuance, will be duly authorized and validly issued and outstanding, fully paid, and nonassessable. The Company has taken all action necessary to waive, and by its execution hereof does hereby waive, the provisions of Section 4.16 of the 1999 Stock Purchase Agreement to the date extent necessary to permit the Purchasers to consummate the transactions contemplated by this Agreement and the other Transaction Documents. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series G Preferred Stock and the Series H Preferred Stock will be as set forth in the Certificate of Designation for the Series G Preferred Stock and the Certificate of Designation for the Series H Preferred Stock (the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The Preferred Shares issued to the Purchasers in accordance with the terms of the Certificates of Designation, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable free and clear of any Encumbrances and not subject to the Board preemptive or other similar rights of Directors any stockholders of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsCompany.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or the corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the applicable Ancillary Agreements other Transaction Documents to which it is a party, the issuance and delivery of the Securities by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the transactions contemplated hereby and thereby have been duly thereby) (a) are within the corporate power and validly authorized and approved by the Board of Directors authority of the Company, and no other company or (b) have been duly authorized by all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company. This Agreement has been, and on or prior each of the other Transaction Documents to which the Closing, Company is a party when executed and delivered by the applicable Ancillary Agreements Company will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to each of such other Transaction Documents when executed and delivered by the Closing, each applicable Ancillary Agreement Company will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . Prior to the date Closing, the Conversion Shares will be validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series F Preferred Stock and the Series G Preferred Stock will be as set forth in the Certificate of Designation for the Series F Preferred Stock and the Certificate of Designation for the Series G Preferred Stock (collectively, the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The terms of the Warrants will be set forth in a Warrant, the form of which is attached to this Agreement as Exhibit 2.2C. The Securities issued to the Purchasers in accordance with the terms of the Certificates of Designation or Warrant, as applicable, when issued and delivered in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable, free and, except as provided in Section 4.9 hereof, clear of any Encumbrances and not subject to the Board of Directors preemptive or other similar rights of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part stockholders of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsCompany.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company SPAC has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is a party and (subject to the approvals described in Section 4.5) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the Board board of Directors directors of the Company, SPAC and no other company corporate or corporate equivalent proceeding on the part of the Company SPAC is necessary to authorize this Agreement or such other Transaction Agreements or SPAC’s performance hereunder or thereunder (except that the SPAC Shareholder Approval is a condition to the consummation of the First Merger and the applicable Ancillary Agreements (other than SPAC Second Merger Approval is a condition to the Company Stockholder Approvalsconsummation of the Second Merger). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements each such other Transaction Agreement (when executed and delivered by SPAC) will be, duly and validly executed and delivered by the Company SPAC and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary such other Transaction Agreement will constitute, constitute a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On The only approvals or prior to votes required from the date holders of the SPAC’s Equity Securities in connection with the entry into this AgreementAgreement by SPAC, the Board of Directors consummation of the Company Transactions, including the Closing, and the approval of the SPAC Transaction Proposals and the SPAC Second Merger Proposals are as set forth on Schedule 5.02(b). (c) At a meeting duly called and held, the board of directors of SPAC has duly adopted resolutions unanimously: (i) declaring determined that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, Transactions are advisable and fair to, to and in the best interests ofof the SPAC and the SPAC’s shareholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and its stockholderstaxes payable on interest earned) as of the date hereof, (iii) approved the Transactions as a Business Combination, (iv) resolved to recommend to SPAC’s shareholders approval of each of the SPAC Transaction Proposals, and (iiv) authorizing and approving resolved to, immediately following the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part consummation of the Company or any First Merger at the First Effective Time, seek approval of its stockholders to enter into this Agreement or each of the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsSPAC Second Merger Proposals.

Due Authorization. (a) Other than the Company Stockholder ApprovalsShareholders’ Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the CompanyCompany Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Initial Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Initial Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to the Company Charter) is present, the approval and authorization of the Acquisition Merger and the Plan of Acquisition Merger shall require approval by a special resolution of the holders of at least two-thirds (2/3) of the issued and outstanding Company Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the Company Board and held for such purpose (the “Company Shareholders’ Approval”). The foregoing votes are the only votes of any of the Company Shares necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Acquisition Closing. (c) On or prior to the date of this Agreement, the Company Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholdersshareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders shareholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Transactions other than the Company Stockholder ApprovalsShareholders’ Approval.

Due Authorization. (a) Other than the Company Stockholder ApprovalsEquityholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.54.4) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (to which the Company is a party other than the Company Stockholder Approvals)Equityholder Approval. This Agreement has been, and on or prior to the ClosingClosing and upon execution by the Company, the applicable Ancillary Agreements to which the Company is a party will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, each applicable the Ancillary Agreement Agreements to which the Company is a party will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, Agreements to which the Company is a party and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, Agreements to which the Company is a party and the transactions contemplated hereby and thereby. The Company Support Agreement has been duly and validly executed and delivered by the Company, including and represents the Mergerlegal, valid and binding obligations of the Company. The Requisite Company Equityholders hold at least a majority of the outstanding shares of Company Common Stock entitled to vote. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, Agreements to which the Company is a party or to approve the Merger, Merger other than the Company Stockholder ApprovalsEquityholder Approval. The Company Equityholder Approval will be duly and validly obtained in accordance with applicable Law (including the WBCA) and the Governing Documents of the Company.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company Seller has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement Agreement, and the Ancillary Agreements all other agreements to which it is a party party, to perform its obligations hereunder and (subject to the approvals described in Section 4.5) thereunder and to consummate the transactions contemplated hereby and thereby thereby. The execution and to perform all delivery by Seller of this Agreement, and the other documents contemplated hereby, the performance by Seller of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or all necessary corporate proceeding action on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Seller. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, been duly and validly executed and delivered by the Company Seller and this Agreement constitutesis, and on or prior each other agreement contemplated hereby to the Closingwhich Seller is a party will be, each applicable Ancillary Agreement will constituteupon execution and delivery thereof by Seller, a legal, valid and binding obligation of the CompanySeller, enforceable against the Company it in accordance with its terms, subject to terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws insolvency or other laws affecting creditors’ ' rights generally and subject, as to enforceability, to or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). (b) On Seller has complete and unrestricted power and the unqualified right to sell, convey, assign, transfer and deliver the Assets to Purchaser (subject to any consents or prior to the date waivers of this Agreementthird parties required in connection with such sale, the Board of Directors conveyance, assignment, transfer and delivery of the Company has Assets or any part thereof, all of which consent(s) or waiver(s) have been duly adopted resolutions (i) declaring that this Agreement obtained by Seller, or have not been duly obtained and the applicable Ancillary Agreementsare set forth in Schedule 5.3), and the transactions contemplated hereby instruments of transfer, conveyance and therebyassignment to be executed and delivered by Seller to Purchaser at the Closing will be, including upon execution and delivery thereof, valid and binding obligations of Seller, enforceable in accordance with their respective terms, sufficient for purposes of recordation and filing where permitted by law, sufficient to transfer, convey and assign to Purchaser all right, title and interest of Seller in and to the MergerAssets, are advisable and, except for the permits and fair toregistrations set forth in Schedule 5.3, sufficient to vest in Purchaser the full right, power and in authority to conduct the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsBusiness as currently conducted.

Due Authorization. (a) Other than the Company Stockholder ApprovalsApproval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Companyapproved, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby or to consummate the transactions hereby or thereby. This Agreement has beenbeen and, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and and, assuming this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, constitutes a legal, valid and binding obligation of the other Parties, this Agreement constitutes and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, legal, valid and binding obligations of such Boxabl Company, enforceable against the such Boxabl Company in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions at a meeting or by unanimous written consent (i) declaring determining that this Agreement Agreement, the Mergers and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the other transactions contemplated hereby and therebythereby are advisable, including the Merger, are advisable fair and fair reasonable to, and in the best interests of, the Company and its stockholdersthe Company Security Holders, and as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, (iii) declaring advisable the Mergers and the other transactions contemplated by this Agreement on substantially the terms and conditions set forth in this Agreement and (iv) resolving to recommend that the holders of Company Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby, including the First Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. No other company action or corporate action proceeding is required on the part of the Company or any of its stockholders the Company Security Holders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Agreement, including the First Merger, other than the Company Stockholder ApprovalsApproval.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Acquisition Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Acquisition Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, (ii) approving the transfer of the Company Common Stock to Swiss NewCo, and (iiiii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby or to approve the Merger, other than transactions contemplated hereby and thereby. The Acquisition Transfer and the Governing Documents of the Company Stockholder Approvalshave been duly and validly approved in accordance with applicable Law.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company SPAC has all requisite exempted company, corporate, limited liability company or corporate power, as applicable, other similar power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject only to obtaining the SPAC Stockholders’ Approval, the effectiveness of the Proxy/Registration Statement, receipt of the Regulatory Approvals, the filing of any documents required by the Final Order, the Interim Order and filings required pursuant to the Plan of Arrangement and the consummation of the Arrangement, to consummate the transactions contemplated hereby and thereby. All corporate action on the part of SPAC and its respective directors, officers and stockholders necessary for the (a) authorization, execution and delivery by SPAC of this Agreement and the Ancillary Agreements to which it is or will be a party and party, (subject to the approvals described in Section 4.5b) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby Transactions and thereby have (c) performance of each of their obligations hereunder or thereunder has been duly and validly authorized and approved by the Board of Directors of the Company, and no other company taken or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or will be taken prior to the Closing, subject to (i) obtaining the applicable SPAC Stockholders’ Approval, (ii) the receipt of the Regulatory Approvals and (iii) the consummation of the Arrangement. This Agreement and the Ancillary Agreements to which it is or will bebe a party (assuming due authorization, duly execution and validly executed delivery by each other party hereto and delivered by thereto) constitute or will constitute at the Company and this Agreement constitutes, and on or prior Closing (with respect to the Ancillary Agreements to be executed at the Closing, each applicable Ancillary Agreement will constitute, a legal, ) valid and binding obligation obligations of the CompanySPAC, enforceable against the Company it in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, except as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance limited by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsEnforceability Exceptions.

Due Authorization. (a) Other than Each of the Company Stockholder Approvals, and Merger Sub has the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is or will be a party and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 4.54.04 or Section 4.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board board of Directors directors of the CompanyCompany and Merger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05 and the Company Shareholder Approval, no other company or corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and or any other Transaction Agreements or the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on each such other Transaction Agreement (when executed and delivered by the Company or prior to the ClosingMerger Sub, the applicable Ancillary Agreements as applicable) will be, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary such other Transaction Agreement will constitute, a legal, valid and binding obligation of the CompanyCompany or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject to (x) obtaining the Company Shareholder Approval and (y) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals.

Due Authorization. (a) Other than Each of the Company Stockholder ApprovalsCompany, the Company Holdings and APAM has all requisite corporate or company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is a party and (subject to the approvals described in Section 4.5) to consummate 4.05 and the transactions contemplated hereby adoption of this Agreement and thereby and approval of the Mergers by holders of Company Capital Stock who can give the Company Requisite Approval, to perform all of its respective obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement and the applicable such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the Company Board, the Holdings Board, the APAM Board of Directors and upon receipt of the CompanyCompany Requisite Approval, and no other corporate or company or corporate proceeding on the part of the Company Company, Holdings or APAM is necessary to authorize this Agreement and the applicable or such Ancillary Agreements (other than or the Company Stockholder Approvals)Company’s, Holdings’ or APAM’s performance hereunder or thereunder. This Agreement has been, and on or prior to the ClosingClosing and upon execution by the Company, the applicable Holdings or APAM, as applicable, each such Ancillary Agreements Agreement will be, duly and validly executed and delivered by the Company Company, Holdings or APAM, as applicable, and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, as applicable, a legal, valid and binding obligation of the Company, Holdings or APAM, as applicable, enforceable against the Company Company, Holdings or APAM, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors each of the Company Board, the Holdings Board and the APAM Board has duly adopted resolutions unanimously (i) declaring determining that this Agreement Agreement, the Ancillary Agreements and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, Transactions are advisable and fair to, and in the best interests of, the Company and its stockholdersthe Company’s stockholders or Holdings and Holdings’ members or APAM and APAM’s members, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company Company, Holdings or APAM , as applicable, of this Agreement Agreement, the Ancillary Agreements and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the MergerTransactions. No other corporate or company or corporate action action, other than the Company Requisite Approval, is required on the part of the Company, Holdings or APAM, as applicable, or any of the holders of any class or series of capital stock of the Company or any of its stockholders the holders of any limited liability company interests of Holdings or APAM to enter into this Agreement or and the applicable Ancillary Agreements, Agreement or to approve the Merger, other than the Company Stockholder ApprovalsTransactions.

Due Authorization. (a) Other than SPAC has the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is or will be a party and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 4.55.05 and obtaining the SPAC Shareholder Approval) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the SPAC Board of Directors of and, other than the Companyconsents, approvals, authorizations and other requirements described in Section 5.05 and obtaining the SPAC Shareholder Approval, no other company or corporate proceeding on the part of the Company SPAC is necessary to authorize this Agreement and the applicable Ancillary or any other Transaction Agreements (other than the Company Stockholder Approvals)or SPAC’s performance hereunder or thereunder. This Agreement has been, and on each such other Transaction Agreement has been or prior to the Closing, the applicable Ancillary Agreements will bebe (when executed and delivered by SPAC), duly and validly executed and delivered by the Company SPAC and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on each such other Transaction Agreement constitutes or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On The only approvals or prior to votes required from the date holders of this AgreementSPAC’s Equity Securities in connection with the consummation of the Transactions, including the Closing, are as set forth on Section 5.02(b) of the SPAC Disclosure Letter. (c) At a meeting duly called and held, the SPAC Board of Directors of the Company has duly adopted resolutions unanimously (i) declaring determined that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, it is desirable and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement SPAC and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders SPAC Shareholders for SPAC to enter into this Agreement and the other Transaction Agreements to which it is or will be a party and consummate the applicable Ancillary AgreementsTransactions, or to approve (ii) determined that the Merger, other than fair market value of the Company Stockholder Approvalsis equal to at least eighty percent (80%) of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the interest and other income earned on the Trust Account) as of the date hereof, (iii) approved the Transactions as a Business Combination, (iv) approved this Agreement, the other Transaction Agreements to which it is or will be a party and the Transactions, including the Mergers, the First Plan of Merger and the Second Plan of Merger and (v) adopted a resolution recommending to the SPAC Shareholders the approval of the SPAC Transaction Proposals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate powerright, as applicable, power and authority to execute enter into the Transaction Documents and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery of this Agreement each of the Transaction Documents and the applicable Ancillary Agreements issuance and sale of the Notes by the Company and compliance by the Company with all the provisions of each of the Transaction Documents (including the issuance of Shares upon conversion of the Notes and the issuance of Shares in connection with any interest payment under the Notes) and consummation by the Company of the transactions contemplated hereby (i) are within the corporate power and thereby have been duly and validly authorized and approved by the Board of Directors authority of the Company, ; (ii) do not or will not require the approval or consent of the stockholders of the Company; and no other company or (iii) have been authorized by all requisite corporate proceeding proceedings on the part of the Company is necessary to authorize this Company. This Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Registration Rights Agreement has have been, and on or prior to the Closing, Notes when delivered by the applicable Ancillary Agreements Company will behave been, duly and validly executed and delivered by the Company and this Agreement constitutesconstitute, and on or prior to or, in the Closingcase of the Notes, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation agreements of the Company, enforceable against the Company in accordance with its their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and similar Laws affecting creditors’ rights generally (ii) the remedy of specific performance and subject, as injunctive and other forms of equitable relief may be subject to enforceability, to general principles of equity. (b) On or prior equitable defenses and to the date discretion of this Agreementthe court before which any proceeding therefor may be brought. The Shares of Common Stock issuable upon conversion of the Notes and the Shares of Common Stock issuable in connection with any interest payment under the Notes have been validly reserved for issuance, the and upon issuance, will be validly issued and outstanding, fully paid, and nonassessable. The Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and unanimously approved the transactions contemplated hereby for the purposes of Section 203 of General Corporation Law of the State of Delaware (the "DGCL "), pursuant to Section 203(a)(1) thereof. The Company has furnished to the Purchaser true and thereby, including correct copies of the Merger, are advisable Company's Certificate of Incorporation and fair to, and By-Laws as in effect on the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company date of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsAgreement.

Due Authorization. (a) Other than Each of the Company Stockholder Approvals, and Merger Sub has the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is or will be a party and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 4.54.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the Company Board of Directors of and the CompanyMerger Sub Board, and other than the consents, approvals, authorizations and other requirements described in Section 4.05, no other company or corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and or any other Transaction Agreements or the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and on each such other Transaction Agreement has been or prior to will be (when executed and delivered by the Closing, the applicable Ancillary Agreements will beCompany or Merger Sub as applicable), duly and validly executed and delivered by the Company or Merger Sub, as applicable, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on each such other Transaction Agreement constitutes or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the CompanyCompany or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Company Board of Directors of the Company has duly adopted resolutions unanimously (i) declaring determined that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, it is desirable and in the best interests of, of the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of Shareholders for the Company or any of its stockholders to enter into this Agreement or and the applicable Ancillary Agreements, or other Transaction Agreements to approve the Merger, other than which the Company Stockholder Approvalsis or will be a party and consummate the Transactions; (ii) approved this Agreement, the other Transaction Agreements to which the Company is or will be a party and the Transactions, including the Mergers, the First Plan of Merger and the Second Plan of Merger; (iii) adopted a resolution recommending to the Company Shareholders the approval of the Company Transaction Proposals; and (iv) directed that the Company Transaction Proposals be submitted to the Company Shareholders for approval and adoption. On or prior to the date of this Agreement, the Company Shareholder Approval was duly and validly obtained pursuant to the Company Shareholder Written Resolution. On or prior to the date of this Agreement, the Merger Sub Board has unanimously (w) determined that it is in the best interests of Merger Sub to enter into this Agreement and the other Transaction Agreements to which Merger Sub is or will be a party and consummate the Transactions; (x) approved this Agreement, the other Transaction Agreements to which Merger Sub is or will be a party and the Transactions to which Merger Sub is or will be a party, including the First Merger and First Plan of Merger; (y) adopted a resolution recommending to the Company the approval of the Merger Sub Transaction Proposals in its capacity as the sole shareholder of Merger Sub; and (z) directed that the Merger Sub Transaction Proposals be submitted to the Company for approval and adoption. On or prior to the date of this Agreement, the Merger Sub Shareholder Approval was duly and validly obtained pursuant to the Merger Sub Shareholder Written Resolution. (c) The only approvals or votes required from the holders of the Company’s Equity Securities in connection with the consummation of the Transactions, including the Closing, and the approval of the Company Transaction Proposals are as set forth on Section 4.03(c) of the Company Disclosure Letter.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is a party and (subject to the approvals described in Section 4.55.05 and the adoption of this Agreement and the approval of the Transactions by holders of (i) a majority of the voting power of the outstanding Company Class 1 Common Stock and (ii) a majority of the voting power of the Company Class 1 Common Stock, Company Class 2 Common Stock, Class 3 Common Stock and Company Preferred Stock voting together as a single class (the majorities described in clauses “(i),” and “(ii),” collectively, the “Company Requisite Approval”)), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board of Directors and, upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize or adopt this Agreement and or such other Transaction Agreements or to authorize the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on each such other Transaction Agreement have been or prior to the Closing, the applicable Ancillary Agreements will be, as applicable, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the Shareholder Written Consent have been taken in compliance with applicable Law in the State of Washington. (b) On or prior to the date of this AgreementAt a meeting duly called and held, the Company Board of Directors of the Company has duly adopted resolutions unanimously: (i) declaring determined that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, advisable and in the best interests of, of the Company and its stockholders, and shareholders; (ii) authorizing approved the transactions contemplated by this Agreement; and approving (iii) recommended to the execution, delivery and performance by shareholders of the Company of that they adopt this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part approve each of the matters requiring Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsRequisite Approval.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each Ancillary Agreements Document to this Agreement to which it is a party and (subject to the approvals described in Section 4.54.5 and the adoption of this Agreement and approval of the Merger by holders of (i) a majority of the voting power of the outstanding shares of Company Capital Stock, voting as a single class in accordance with the Company Certificate of Incorporation and (ii) a majority of the then outstanding shares of Company Preferred Stock (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and thereby. Prior to perform all the Closing, the Company has received or shall have received the consent of its obligations hereunder and thereunderat least a majority of the outstanding shares of Company Preferred Stock approving the Company Preferred Stock Conversion. The execution execution, delivery, and delivery performance of this Agreement and the applicable such Ancillary Agreements Documents and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board of Directors and, upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Ancillary Documents or the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Closing, the applicable each such Ancillary Agreements Document will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, as applicable, a legal, valid valid, and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On . The Company Requisite Approval is the only vote of the holders of any class or prior to the date series of this Agreement, the Board of Directors capital stock of the Company has duly adopted resolutions (i) declaring that required to approve and adopt this Agreement and the applicable Ancillary Agreements, and approve the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalshereby.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company Each MRM Seller has all requisite company or corporate power, limited ----------------- liability company (as applicable, the case may be) power and authority to execute and deliver enter into this Agreement and the Ancillary its Related Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby thereby. Each Management Stockholder has the legal capacity to enter into this Agreement and its Related Agreements and to perform all of its obligations hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution execution, delivery and delivery performance by each MRM Seller of this Agreement and its Related Agreements, and the applicable Ancillary consummation by such MRM Seller of the transactions contemplated hereby and thereby, have been duly and validly approved by such MRM Seller and no other company or limited liability company (as the case may be) actions or proceedings on the part of such MRM Seller are necessary to authorize the execution, delivery and performance of this Agreement and its Related Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)thereby. This Agreement Each Seller has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on has duly and validly executed and delivered (or prior to or at the ClosingClosing or the Second Closing will duly and validly execute and deliver) its Related Agreements. Assuming due authorization (in the case of parties which are not individuals), each applicable Ancillary execution and delivery of this Agreement will constituteand its Related Agreements by the other parties hereto and thereto, this Agreement constitutes a legal, valid and binding obligation of the Companyeach Seller, and each of such Seller's Related Agreements constitute (or upon execution and delivery by such Seller will constitute) legal, valid and binding obligations of such Seller, in each case, enforceable against the Company in accordance with its their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect that affect the enforcement of creditors’ ' rights generally and subject, as to enforceability, to general by equitable limitations on the availability of specific remedies and by principles of equity. equity (b) On or prior to the date of this Agreementcollectively, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger"Enforceability Limitations"). No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals.--------------------------

Due Authorization. (a) Other than the Company Stockholder ApprovalsApproval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The Company Stockholder Approval is the only approval by the Company’s stockholders necessary in connection with the consummation of the Merger under applicable Law (including the DGCL) and the Company’s Governing Documents. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders shareholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder ApprovalsApproval.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company Each of Parent and each Merger Sub has all requisite corporate or limited liability company or corporate powerpower and authority, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is Parent or either Merger Sub are or will be a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its their respective obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors Parent and by the Board of the Companyeach Merger Sub, and no other company or corporate proceeding on the part of the Company Parent or either Merger Sub is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Parent Stockholder ApprovalsApproval). This Agreement has been, and on at or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company each of Parent and each Merger Sub, and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Companyeach of Parent and each Merger Sub, enforceable against the Company Parent and each Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity... (b) On or prior to the date of this AgreementAt a meeting duly called and held, the Board of Directors of the Company Parent has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreementsunanimously approved, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests ofhas not rescinded, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsParent Board Resolutions.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors Board, and, except as set forth on Section 4.3(a) of the CompanyCompany Disclosure Letter, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, issuance of the Notes other than the Company Stockholder Approvals. The Company Stockholder Approvals will be sufficient to approve this Agreement, the issuance of the Notes and the other transactions contemplated herein in accordance with the terms of the Company’s Governing Documents and any other organizational documents of the Company.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority (i) to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby, and (ii) subject to the Company Stockholder Approvals and the approvals described in Section 4.5) 5.5, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder (including the Merger). The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby thereby, including the Merger, have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement of the other documents to which the Company is a party contemplated hereby will constitute, in each case assuming the due authorization, execution and delivery by the other parties hereto and thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and Merger is fair to, to and in the best interests of, of the Company and its stockholders, stockholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreementsother documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Merger) and declared it advisable for the Company to enter into this Agreement and the other documents contemplated hereby and (iii) recommending the approval and adoption of this Agreement and the documents contemplated hereby, and the transactions contemplated hereby and thereby, including the Merger, by the stockholders of the Company. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each ancillary agreement to this Agreement to which it is a party and (subject to the approvals described in Section 4.54.05 and the adoption of this Agreement by holders of (i) a majority of the voting power of the outstanding shares of Company Stock, (ii) a majority of the voting power of the outstanding shares of Company Common Stock, and (iii) a majority of the voting power of the outstanding shares of the Company Preferred Stock (the “Company Requisite Approval”) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary Agreements such ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board of Directors and upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such ancillary agreements or the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements each such ancillary agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On . The Company Requisite Approval is the only vote of the holders of any class or prior to the date series of this Agreement, the Board of Directors capital stock of the Company has duly adopted resolutions (i) declaring that required to approve and adopt this Agreement and the applicable Ancillary Agreements, and approve the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalshereby.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and the Ancillary other Transaction Agreements to which it is a party and (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the Transactions (including the Mergers), in each case, subject to the approvals consents, approvals, authorizations and other requirements described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution execution, delivery and delivery performance by the Company of this Agreement and the applicable Ancillary other Transaction Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby and thereby Transactions (including the Mergers) have been duly and validly authorized and approved by all requisite action, including approval by the Board board of Directors directors of the CompanyCompany and, following receipt of the Requisite Company Stockholder Approval, the Company Stockholders as required by the DGCL and the CCC, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary other Transaction Agreements (other than or the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has beenbeen and, and on or prior upon execution by the Company, such other Transaction Agreements to the Closing, the applicable Ancillary Agreements which it is a party will be, be duly and validly executed and delivered by the Company and this Agreement constitutes(assuming any such agreement constitutes a legal, valid and on or prior to binding obligation of the Closing, each applicable Ancillary Agreement will constitute, a counterparties thereto) constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”). (b) On or prior to the date of this AgreementAt a meeting duly called and held, the Board board of Directors directors of the Company has duly adopted resolutions unanimously: (ia) declaring determined that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and it is fair to, and in the best interests of, of the Company and its stockholdersCompany Stockholders, and (ii) authorizing and approving the executiondeclared it advisable, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or and the applicable Ancillary Agreementsother Transaction Agreements providing for the Mergers in accordance with the DGCL and DLLCA, or as applicable; (b) approved this Agreement and the Transactions, including the Mergers in accordance with the DGCL and DLLCA, as applicable, on the terms and subject to approve the Mergerconditions of this Agreement; and (c) adopted a resolution recommending the Transactions be approved, other than and the plan of merger set forth in this Agreement be adopted, by the Company Stockholder ApprovalsStockholders in accordance with the Company’s Charter Documents (the “Company Recommendation”).

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company Each Seller has all requisite company or corporate power, as applicable, full power and authority to execute and deliver enter into this Agreement and the Ancillary its Related Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance by each Seller of this Agreement and its Related Agreements have, prior to the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have date hereof, been duly and validly authorized and approved by each of such Seller's board of directors and shareholders (or similar governing body and owners, as the Board case may be) and the board of Directors directors and shareholders of the Company, and as applicable, and, after giving effect to the actions provided in Section 5.6, no other company ----------- actions or corporate proceeding proceedings on the part of the Company is such Seller are necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, Related Agreements and the transactions contemplated hereby and thereby. Each Seller has duly and validly executed and delivered this Agreement and has duly and validly executed and delivered (or prior to or at the Initial Closing will duly and validly execute and deliver) its Related Agreements. This Agreement constitutes legal, including valid and binding obligations of each Seller and each Seller's Related Agreements upon execution and delivery by such Seller will constitute legal, valid and binding obligations of such Seller, in each case enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the Merger, are advisable enforcement of creditors' rights generally and fair to, by equitable limitations on the availability of specific remedies. (b) The Company has full power and in authority to enter into its Related Agreements and to consummate the best interests of, the Company and its stockholders, and (ii) authorizing and approving the transactions contemplated thereby. The execution, delivery and performance by the Company of this Agreement its Related Agreements have been duly and validly approved by the applicable Ancillary Agreementsboard of directors of the Company, and the transactions contemplated hereby and thereby, including the Merger. No no other company actions or corporate action is required proceedings on the part of the Company are necessary to authorize its Related Agreements and the transactions contemplated thereby. The Company has duly and validly executed and delivered (or any prior to or at the Initial Closing will duly and validly execute and deliver) its Related Agreements. The Related Agreements of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalsconstitute (or upon execution will constitute) legal, valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of creditors' rights generally and by equitable limitations on the availability of specific remedies.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute execute, deliver, enter into and deliver perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and (and, subject to to, in the approvals described in Section 4.5) to consummate case of the transactions contemplated hereby and thereby and to perform all consummation of its obligations hereunder and thereunder. The execution and delivery the Merger, adoption of this Agreement and the applicable Transactions, by the affirmative vote of the holders of a majority of the Company Shares voting on the matter (collectively, “Company Shareholder Approval”), to consummate the Transactions. (b) The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreements Agreement to which any Company Entity is a party and the consummation by the Company Entities of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or all requisite corporate proceeding action on the part of the Company is Entities (except for (i) the receipt of the Company Shareholder Approval in respect of the Merger and (ii) the filing and recordation of appropriate merger documents as required by the ICL) and no other corporate proceedings on the part of any Company Entity are necessary to authorize the execution, delivery and performance of this Agreement, any Ancillary Agreements to which it is a party or to consummate the Merger and the other Transactions. The Company Shareholder Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve and adopt this Agreement and the applicable Ancillary Agreements (and approve and consummate the Merger and the other than the Company Stockholder Approvals)Transactions. This Agreement has been, and on or prior each Ancillary Agreement to the Closing, the applicable Ancillary Agreements which any Company Entity is a party will be, duly and validly executed and delivered by the such Company Entities and, assuming due authorization, execution and this Agreement constitutesdelivery by each other party hereto and thereto, and on constitute, or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Companysuch Company Entities, enforceable against the such Company Entities in accordance with its their respective terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws affecting creditors’ the enforcement of creditor’s rights generally and subject, as to enforceability, to general limited by the availability of specific performance and other equitable remedies or applicable equitable principles (regardless of whether considered in a proceeding at Law or in equity). (bc) On or prior to the date of this AgreementThe Company Board has, the Board of Directors of by resolutions unanimously adopted by the Company has duly adopted resolutions Board in accordance with the Company Organizational Documents, (i) declaring approved the execution, delivery and performance by the Company of this Agreement and the Transactions, (ii) determined that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, Transactions are advisable and fair to, and in the best interests of, the Company and the Company Shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its stockholderscreditors, (iii) directed that the adoption of this Agreement be submitted to a vote of the Company Shareholders at the Company Shareholder Meeting and (iiiv) authorizing and approving the execution, delivery and performance by resolved to recommend that the Company of Shareholders adopt this Agreement and the applicable Ancillary Agreements, Transactions (the “Company Board Recommendation”). (d) The only vote of the holders of any securities of the Company necessary to approve this Agreement and the transactions contemplated hereby and therebyTransactions, including the Merger, is the affirmative vote of more than 50% of the voting power of the Company Shares present and voting at the Company’s shareholder meeting called to approve the Merger. The quorum required for the Company Shareholder Meeting is at least two (2) shareholders holding at least 25% of the voting rights of the Company. No other company vote or corporate action is required on the part approval of (i) any creditor of the Company or its Subsidiaries in its capacity as such (subject to the rights of creditors under Section 319 of the Israeli Companies Law), (ii) any holder of any option or warrant granted by the Company or its stockholders to enter into this Agreement or the applicable Ancillary AgreementsSubsidiaries, or to approve the Merger, (iii) any shareholder of any Company Entity (other than the Company Stockholder ApprovalsCompany) is necessary in order to approve or permit the consummation of the Merger.

Due Authorization. (a) Other than The Buyer is a corporation duly organized and validly existing under the Company Stockholder Approvals, Laws of the Company State of Delaware and has all requisite company or power and authority to carry on its business as presently conducted. The Buyer has the requisite corporate power, as applicable, power and authority to execute and deliver this Agreement, the Indemnification Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) Escrow Agreement, to consummate the transactions contemplated hereby and thereby and to perform comply with the provisions of this Agreement, the Indemnification Agreement and the Escrow Agreement. The execution, delivery and performance of this Agreement, the Indemnification Agreement and the Escrow Agreement by the Buyer, the consummation by the Buyer of the transactions contemplated hereby and thereby and the compliance by the Buyer with the provisions of this Agreement, the Indemnification Agreement and the Escrow Agreement have been duly authorized by all necessary corporate action on the part of its the Buyer and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement, the Indemnification Agreement and the Escrow Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement, the Indemnification Agreement and the Escrow Agreement have been duly executed and delivered by the Buyer, and, assuming the due authorization, execution and delivery by the Selling Members and, in the case of this Agreement and the Indemnification Agreement, the Company, constitute valid and binding obligations hereunder and thereunderof the Buyer, enforceable against the Buyer in accordance with their terms. The execution and delivery of this Agreement, the Indemnification Agreement and the applicable Ancillary Agreements Escrow Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved compliance by the Board of Directors of Buyer with the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date provisions of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Indemnification Agreement and the Escrow Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to a loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Buyer under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (a) the certificate of incorporation or bylaws of the Buyer, (b) any Contract to which the Buyer is party or any of its properties or assets is subject or (c) subject to the governmental filings and other matters referred to in the following sentence, any Law or Order, in each case applicable Ancillary Agreementsto the Buyer or any of its properties or assets, other than, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate could not reasonably be expected to impair in any material respect the ability of the Buyer to perform its obligations under this Agreement, the Indemnification Agreement and the Escrow Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby and or thereby. No consent, including the Mergerapproval, are advisable and fair to, and in the best interests order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company Buyer in connection with the execution and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, the Indemnification Agreement and the applicable Ancillary AgreementsEscrow Agreement by the Buyer, and the consummation by the Buyer of the transactions contemplated hereby or thereby (or the compliance by the Buyer with the provisions of this Agreement, except for such consents, approvals, orders, authorizations, registrations, declarations and thereby, including filings the Merger. No other company failure of which to be obtained or corporate action is required on made individually or in the part aggregate could not reasonably be expected to impair in any material respect the ability of the Company Buyer to perform its obligations under this Agreement, the Indemnification Agreement and the Escrow Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby or thereby. There are no claims, suits, actions or proceedings pending or threatened in writing or, to the Knowledge of the Buyer, threatened orally against, relating to or affecting the Buyer, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of its stockholders to enter into the transactions contemplated by this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsAgreement.

Due Authorization. (a) Other than The execution and delivery by the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, Borrower and authority to execute and deliver each Guarantor of this Agreement and the Ancillary Agreements Notes, the execution and delivery by each of the Borrower and, if applicable, its Subsidiaries of the Collateral Documents and the other Loan Documents, in each case, to which it is or is to be a party party, the performance by each of the Borrower and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all each of its Subsidiaries of its obligations hereunder and thereunder. The execution , the granting of the Security Interests provided for in the Collateral Documents and delivery of this Agreement all Loans obtained hereunder by the Borrower and its Subsidiaries, and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby other Indebtedness hereunder have been duly and validly authorized and approved by all necessary corporate action, do not (except for a report on Form 8-K or similar report by the Board Borrower, any necessary blue sky filings, and other filings, recordings, registrations, approvals and consents which have been already made or obtained) require any filing or registration with or approval or consent of Directors any governmental agency or authority, any creditor or any stockholder, do not and will not conflict with, result in any violation of, or constitute any default under (a) any provision of the Companycertificate of incorporation, and no other company by-laws or corporate proceeding on the part similar organizational or governance document of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company Borrower or any of its stockholders Subsidiaries, (b) any material agreement or other material Instrument binding upon or applicable to enter into this Agreement the Borrower or any of its Subsidiaries or the property of the Borrower or any of its Subsidiaries or (c) any present law or governmental regulation or court decree or order applicable Ancillary Agreementsto the Borrower or any of its Subsidiaries or the property of the Borrower or any of its Subsidiaries, and will not result in or require the creation or imposition of any Security Interest in any of their respective properties pursuant to the provisions of any agreement (excluding, however, the Security Interests created or to approve be created by the Merger, Collateral Documents) or other than Instrument binding upon or applicable to the Company Stockholder ApprovalsBorrower or any of its Subsidiaries or the property of the Borrower or any of its Subsidiaries.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company H▇▇▇▇▇ has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Agreement to which it is a party and (subject to the approvals described in Section 4.5) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable Ancillary such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the Board board of Directors directors of the Company, Hepion and no other company corporate or corporate equivalent proceeding on the part of the Company Hepion is necessary to authorize this Agreement and or such other Transaction Agreements or H▇▇▇▇▇’s performance hereunder or thereunder (except that the applicable Ancillary Agreements (other than Hepion Stockholder Approval is a condition to the Company Stockholder Approvalsconsummation of the Merger). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements each such other Transaction Agreement (when executed and delivered by H▇▇▇▇▇) will be, duly and validly executed and delivered by the Company H▇▇▇▇▇ and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary such other Transaction Agreement will constitute, constitute a legal, valid and binding obligation of the CompanyHepion, enforceable against the Company each Hepion in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions. (b) On The only approvals or prior to votes required from the date holders of Hepion’s Equity Securities in connection with the entry into this AgreementAgreement by H▇▇▇▇▇, the Board of Directors consummation of the Company Transactions, including the Closing, and the approval of the Hepion Transaction Proposals are as set forth on Schedule ‎5.02(b). (c) At a meeting duly called and held, the board of directors of H▇▇▇▇▇ has duly adopted resolutions unanimously: (i) declaring determined that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, Transactions are advisable and fair to, to and in the best interests ofof Hepion and H▇▇▇▇▇’s shareholders, the Company and its stockholders, and (ii) authorizing approved the Transactions and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part (iii) resolved to recommend that H▇▇▇▇▇’s stockholders approve each of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsHepion Transaction Proposals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to which it is a party and (subject to the approvals described in Section 4.54.06 and the adoption of this Agreement by holders of (i) at least a majority of the voting power of the outstanding shares of Company Stock, on an as-converted to Company Common Stock basis, voting or acting by written consent together as a single class, and (ii) a majority of the then outstanding Company Preferred Stock, voting or acting by written consent together as a single class (the “Company Requisite Approval”), which the Written Consent shall satisfy) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board of Directors and upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable or such Ancillary Agreements (other than or the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on or prior each Ancillary Agreement to which the Closing, the applicable Ancillary Agreements Company is a party will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. . The Company Requisite Approval (bwhich the Written Consent shall satisfy) On is the only vote of the holders of any class or prior to the date series of this Agreement, the Board of Directors capital stock of the Company has duly adopted resolutions (i) declaring that required to approve and adopt this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsTransactions.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderhereby. The execution and delivery of this Agreement and by the applicable Ancillary Agreements Company and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company or approval of any holder of Company Stock is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder ApprovalsWritten Consent). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, been duly and validly executed and delivered by the Company and (assuming this Agreement constitutesconstitutes a legal, valid and on or prior to the Closing, each applicable Ancillary Agreement will constitute, binding obligation of Buyer and Merger Sub) constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”). (b) On or prior to the date of this AgreementAt a meeting duly called and held, the Company Board of Directors of the Company has duly adopted resolutions (i) declaring unanimously determined that this Agreement and the applicable Ancillary Agreementstransactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (iiiii) authorizing and approving the execution, delivery and performance by the Company unanimously resolved to recommend adoption of this Agreement and approval of the applicable Ancillary Agreements, Merger and the other transactions contemplated hereby and therebyby the Company’s stockholders (such recommendation, including the Merger. No other company or corporate action is required on the part of the “Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsBoard Recommendation”).

Due Authorization. (a) Other than the Company Stockholder ApprovalsShareholder Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents (including the Ancillary Agreements Documents) to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5‎Section 3.05) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The When the execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the CompanyNiCo, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable other documents (including the Ancillary Agreements (other than Documents) to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable other documents (including the Ancillary Agreements Documents) to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable the other documents (including the Ancillary Agreement Documents) to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On Each Seller has all requisite power and authority or prior capacity, as applicable, to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that execute and deliver this Agreement and the applicable other documents (including the Ancillary Agreements, Documents) to which it is a party contemplated hereby and (subject to the approvals described in ‎Section 3.05 and ‎Section 3.06) to consummate the transactions contemplated hereby and thereby, including thereby and to perform all of its obligations hereunder and thereunder. No other proceeding on the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company part of such Seller is necessary to authorize this Agreement and the applicable other documents (including the Ancillary AgreementsDocuments) to which such Seller is a party contemplated hereby. This Agreement has been, and on or prior to the transactions Closing, the other documents (including the Ancillary Documents) to which such Seller is a party contemplated hereby will be, duly and therebyvalidly executed and delivered by such Seller and this Agreement constitutes, and on or prior to the Closing, the other documents (including the Merger. No other company or corporate action Ancillary Documents) to which such Seller is required on the part a party contemplated hereby will constitute, a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (c) NiCo owns and has good title to all of the outstanding shares of Company or any Common Stock and such shares of its stockholders Company Common Stock are accurately reflected in the Company’s books and records and applicable organizational documents, and NiCo’s ownership of such shares of Company Common Stock is free and clear of all liens and Encumbrances and NiCo has all requisite power, capacity and authority to enter into this Agreement or the applicable Ancillary Agreements, or transfer and assign all such shares of Company Common Stock pursuant to approve the Merger, other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding other than the Company Stockholder Approvals on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the ClosingClosing and upon execution by the Company, such other documents to which the applicable Ancillary Agreements Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and Agreement, the applicable Ancillary Agreements, Agreements and the transactions contemplated hereby and thereby, thereby (including the Merger, ) are advisable and fair to, and in the best interests of, the Company and its the Company’s stockholders, and (ii) authorizing and approving this Agreement, the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, Agreements and the transactions contemplated hereby and thereby, thereby (including the Merger) and (iii) approving the performance of this Agreement and the Ancillary Agreements by the Company. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder Approvals.

Due Authorization. (a) Other than Each of the Company Stockholder Approvals, and the Company Partnership has all requisite company or corporate power, as applicable, full power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements other documents to which be executed by it is a party pursuant to this Agreement and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderhereby. The execution execution, delivery and delivery performance by each of the Company and the Partnership of this Agreement have been, and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been other documents to be executed by it pursuant to this Agreement shall be, duly and validly authorized and approved by the Board of Directors of the Company, all necessary corporate or other applicable action and no other company consent or corporate proceeding approval on the part of the Company or the Partnership is necessary to authorize this Agreement and the applicable Ancillary Agreements other documents to be executed by it pursuant to this Agreement and the transactions contemplated hereby. No consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental instrumentality (other than including, without limitation, any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), or ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ or Person (including without limitation, its shareholders or partners) is required to be made, obtained or given by the Company Stockholder Approvals). This or the Partnership in connection with the execution, delivery and performance of this Agreement has beenand the consummation of the transactions contemplated hereby, and on except for such consents as have been obtained or prior to will be obtained by the Closing, . Each of the applicable Ancillary Agreements will be, Company and the Partnership has duly and validly executed and delivered this Agreement. This Agreement constitutes, and the documents executed by the Company and the Partnership, as the case may be, pursuant to this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement when executed will constitute, a legal, valid and binding obligation obligations of the CompanyCompany and the Partnership, as the case may be, enforceable against the Company such party in accordance with its their respective terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance and transfer and other similar Laws laws of general application, heretofore or hereafter enacted or in effect, affecting creditors’ the rights generally and subjectremedies of creditors generally, as to enforceability, to general principles of equity. and (b) On the exercise of judicial or prior administrative discretion in accordance with general equitable principles, particularly as to the date of this Agreement, the Board of Directors availability of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and remedy of specific performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No or other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalsinjunctive relief.

Due Authorization. (a) Other than the Company Stockholder ApprovalsEquityholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, thereby (including the Merger, Restated Certificate) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, thereby (including the MergerRestated Certificate). No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger or the Restated Certificate other than the Company Stockholder ApprovalsEquityholder Approval. The Company Equityholder Approval will be duly and validly obtained in accordance with applicable Law (including the DGCL) and the Governing Documents of the Company upon the execution and delivery of the Written Consent pursuant to the terms of this Agreement, and, when delivered, the Written Consent will constitute the irrevocable Company Equityholder Approval.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the applicable Ancillary Agreements other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the transactions contemplated hereby and thereby have been duly thereby) (a) are within the corporate power and validly authorized and approved by the Board of Directors authority of the Company, and no other company or (b) have been duly authorized by all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company. This Agreement has been, and on or prior each of the other Transaction Documents to which the Closing, Company is a party when executed and delivered by the applicable Ancillary Agreements Company will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to each of such other Transaction Documents when executed and delivered by the Closing, each applicable Ancillary Agreement Company will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. . The Shares have been validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series B Preferred Stock and the Series C Preferred Stock will be as set forth in the Certificate of Designation for the Series B Preferred Stock and the Certificate of Designation for the Series C Preferred Stock (b) On or prior the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The Preferred Shares issued to the date of this Agreement, Purchasers in accordance with the Board of Directors terms of the Company has duly adopted resolutions (i) declaring that this Agreement Certificates of Designation, when issued and delivered in accordance with the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company terms of this Agreement will be validly issued and outstanding, fully paid and non-assessable free and clear of any Encumbrances and not subject to the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No preemptive or other company or corporate action is required on the part similar rights of the Company or any stockholders of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsCompany.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or All corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding actions on the part of the Company is necessary to authorize for the authorization, execution, delivery of, and the performance of all obligations of the Company under this Agreement have been taken and no further consent or authorization of the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the ClosingCompany, the applicable Ancillary Agreements will beCompany's board of directors (the "Board of Directors") or the Company's stockholders is required, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to constitutes the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to except (i) as may be limited by (1) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws reorganization or other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and subject, (2) the effect of rules of law governing the availability of equitable remedies and (ii) as rights to enforceability, to general indemnity or contribution may be limited under federal or state securities laws or by principles of equity. public policy thereunder. Valid Issuance of the Shares. The Shares to be sold to the Purchasers pursuant to the terms of this Agreement have been duly authorized and are validly issued, fully paid and nonassessable. Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority or self regulatory agency on the part of the Company is required in connection with the sale of the Shares to the Purchasers or the consummation of the other transactions contemplated by this Agreement, except (bi) On or such filings as have been made prior to the date hereof, (ii) the filings under applicable securities laws required to comply with the Company's registration obligations under Section 6(a) of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and (iii) such additional post-Closing filings as may be required to comply with applicable state and federal securities laws. Non-Contravention. Assuming the applicable Ancillary Agreements, accuracy of the representations and warranties made by Warburg Investors and the transactions contemplated hereby Liquidating Trust in Section 4 hereof and therebyby the Purchasers in Section 5 hereof, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance of this Agreement by the Company, and the consummation by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and therebyhereby, including do not: (i) contravene or conflict with the Merger. No other company certificate of incorporation, as amended (the "Certificate of Incorporation"), or corporate action is required on bylaws, as amended (the part "Bylaws"), of the Company or any of its stockholders the Subsidiaries; (ii) constitute a violation of any provision of any federal, state, local or foreign law, rule, regulation, order or decree applicable to enter into this Agreement the Company or any of the applicable Ancillary AgreementsSubsidiaries; or (iii) constitute a default or require any consent under, give rise to any right of termination, cancellation or acceleration of, or to approve the Merger, other than a loss of any material benefit to which the Company Stockholder Approvalsor any of the Subsidiaries is entitled under, or result in the creation or imposition of any lien, claim or encumbrance on any asset of the Company or any of the Subsidiaries under, any material contract to which the Company or any of the Subsidiaries is a party or any material permit, license or similar right relating to the Company or any of the Subsidiaries or by which the Company or any of the Subsidiaries may be bound or affected, except in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not reasonably likely to have a Material Adverse Effect.

Due Authorization. (a) As of the date of this Agreement, the Company has obtained the Company Advance Shareholder Approval. Other than the Company Stockholder ApprovalsRequisite Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each Ancillary Agreements Agreement to this Agreement to which it is a party and (subject to the approvals described in Section 4.54.05 and the Company Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board of Directors and upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable or such Ancillary Agreements (other than or the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Closing, the applicable each such Ancillary Agreements Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On . The Company Advance Shareholder Approval and the Company Requisite Approval are the only votes of the holders of any class or prior to series of shares in the date of this Agreement, the Board of Directors capital of the Company has duly adopted resolutions (i) declaring that required to approve and adopt this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsTransactions.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Each Target Company has all requisite limited liability company or corporate power, as applicable, and authority to execute and deliver this Agreement Agreement, and each member of the Target Company Group that is or will be a party to the Ancillary Agreements has, or following the Reorganization will have, all requisite limited liability company, corporate or partnership power, as applicable, and authority to execute and delivery such Ancillary Agreement to which it such member of the Target Company Group is or will be a party party, and to consummate the transactions hereunder and thereunder and (subject to receipt of the consents, approvals ​ ​ ​ and authorizations and the other requirements described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The Requisite Target Company Equityholder Approval is the only vote or approval of holders of any class, series or type of equity securities of the Target Companies necessary to adopt this Agreement and any Ancillary Agreement or to approve the transactions contemplated hereby and thereby, and the execution and delivery of this Agreement and the applicable Ancillary Agreements to which any member of the Target Company Group is or will be a party and the consummation of the transactions contemplated hereby hereunder and thereby thereunder have been duly and validly authorized and approved by the Board of Directors of the Companynecessary governing bodies and equityholders, as applicable, and no other company limited liability company, corporate or corporate partnership proceeding on the part of any member of the Target Company Group is necessary to authorize the execution and delivery of this Agreement and the applicable Ancillary Agreements (other than to which any member of the Target Company Stockholder Approvals)Group is or will be a party. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements to which any member of the Target Company Group is or will be a party will be, duly and validly executed and delivered by applicable member of the Target Company Group, and (assuming due authorization, execution and delivery of this Agreement by the other Parties and of the Ancillary Agreement to which any member of the Target Company Group is or will a party by the other parties thereto) this Agreement constitutes, and on or prior to the Closing, each applicable the Ancillary Agreement Agreements to which any member of the Target Company Group is or will be a party will constitute, a legal, valid and binding obligation of the Companyapplicable member of the Target Company Group, enforceable against such member of the Target Company Group in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the each Target Company Board of Directors of the Company has duly adopted resolutions a consent (i) declaring determining that this Agreement and Ancillary Agreement to which any member of the applicable Ancillary Agreements, Target Company Group is a party and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Target Companies and the Target Company and its stockholdersEquityholders, and (ii) authorizing and approving the execution, delivery and performance by the Company Target Companies of this Agreement and the applicable Ancillary Agreements, Agreements to which any member of the Target Company Group is or will be a party and the transactions contemplated hereby and thereby, including the Merger. No other limited liability company or corporate action action, as applicable, is required on the part of the Company or any of its stockholders the Target Companies to enter into this Agreement or the applicable Ancillary Agreements, Agreements to which either of the Target Companies is or will be a party or to approve the Merger, other than the Company Stockholder Approvalstransactions contemplated hereby or thereby.

Due Authorization. (a) Other than Subject to the Company Stockholder Approvalsapprovals described in Section 4.05, the Company has all requisite company or corporate powerpower and authority, including written approval of (i) the holders of a majority of the voting power of the outstanding shares of the Company Common Stock, (ii) the holders of a majority of the voting power of the outstanding shares of the Series A Preferred (on an “as applicableconverted basis”) voting separately as a class, and authority (iii) the holders of a majority of the voting power of the outstanding shares of the Series AA Preferred (on an “as converted basis”) voting separately as a class, ((i), (ii) and (iii), together, the “Company Requisite Approval”), to execute and deliver this Agreement and the each Ancillary Agreements Agreement to this Agreement to which it is a party and (subject to the approvals described in Section 4.5) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the applicable such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board of Directors of the Companyand Company Stockholders, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable or such Ancillary Agreements (other than or the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Closing, the applicable each such Ancillary Agreements Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, as applicable, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company Parent has all requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements Outsourcing Agreement, to which it is a party issue the Warrants and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery of this Agreement and the applicable Ancillary Agreements Outsourcing Agreement, the issuance of the Warrants and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the Board part of Directors Parent, subject only to the approval by Parent's stockholders of the Companyissuance of Common Stock pursuant to this Agreement and the Warrants. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent stockholders' meeting (the "PARENT STOCKHOLDERS' MEETING") is sufficient for Parent's stockholders to approve the issuance of Common Stock pursuant to this Agreement and the Warrants, and no other company or corporate proceeding on approval of any holder of any securities of Parent is required in connection with the part consummation of the Company is necessary transactions contemplated hereby. This Agreement and the Outsourcing Agreement have each been duly executed and delivered by Parent and, subject to authorize approval of Parent stockholders in the case of this Agreement and the applicable Ancillary Agreements (other than issuance of the Company Stockholder Approvals). This Agreement has beenWarrants and, assuming the due authorization, execution and on or prior to delivery by Novation, HPPI, VHA and UHC, as applicable, constitute the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation obligations of the CompanyParent, enforceable against the Company Parent in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws laws affecting creditors’ the rights of creditors generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date The execution and delivery of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary AgreementsOutsourcing Agreement by Parent does not, and the performance of this Agreement and the Outsourcing Agreement by Parent will not, (i) conflict with or violate the Parent Charter Documents, (ii) subject to obtaining the Parent Stockholder Approvals and compliance with the requirements set forth in Section 3.4(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or by which any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of; or result in the creation of an Encumbrance on any of the properties or assets of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other instrument or obligation to which Parent is a party or by which Parent or any of its properties are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Part 3.4(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby and therebyhereby, including the Mergerwhich, are advisable and fair to, and if individually or in the best interests aggregate not obtained, would have a Material Adverse Effect on Parent. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental entity or instrumentality, foreign or domestic ("GOVERNMENTAL ENTITY") is required to be obtained or made by Parent in connection with the Company execution and its stockholdersdelivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal, foreign and state securities (or related) laws and the HSR Act and the securities or antitrust laws of any foreign country, and (ii) authorizing such other consents, authorizations, filings, approvals and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company registrations which if not obtained or corporate action is required made would not have a Material Adverse Effect on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvals.Parent

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to (i) execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and Agreements, (ii) subject to the approvals described in Section 4.5) to 4.7 of the Company Disclosure Letter, consummate the transactions contemplated hereby and thereby and to (iii) perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents contemplated hereby to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Board. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents contemplated hereby to which the Company is a party will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents contemplated hereby to which the Company is a party will constitute, assuming due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Company Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents contemplated hereby to which the Company is a party and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholdersthe Company Stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents contemplated hereby to which the Company is a party and the transactions contemplated hereby and therebythereby and (iii) recommending the adoption and approval of this Agreement and the other documents contemplated hereby to which the Company is a party and the transactions contemplated hereby and thereby by the Company Stockholders. Other than the Company Stockholder Approval, including the Merger. No no other company or corporate action is required on the part of the Company or any of its stockholders the Company Stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, and as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebythereby and (iii) directing that this Agreement and the transactions contemplated hereby, including the Merger, be submitted to the stockholders of the Company for their adoption. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement, the Plans of Merger and each other Transaction Agreement and the Ancillary Agreements to which it is or will be a party and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 4.54.04 or Section 4.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The execution execution, delivery and delivery performance of this Agreement Agreement, the Plans of Merger and the applicable Ancillary such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the Board board of Directors directors of the CompanyCompany and the Company Shareholders, and other than the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05, no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or any other Transaction Agreements or the applicable Ancillary Agreements (other than the Company Stockholder Approvals)Company’s performance hereunder or thereunder. This Agreement has been, and on each of the Plans of Merger and such other Transaction Agreement has been or prior to will be (when executed and delivered by the Closing, the applicable Ancillary Agreements will be, Company) duly and validly executed and delivered by the Company Company, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on each such other Transaction Agreement constitutes or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company Company, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity. , whether such enforceability is considered in a proceeding in equity or at Law (b) On the “Enforceability Exceptions”). The only approvals or prior to votes required from the date holders of the Company’s Equity Securities in connection with the entry into this AgreementAgreement by the Company, the Board of Directors consummation of the Company has duly adopted resolutions (i) declaring that this Agreement and Transactions, including the applicable Ancillary AgreementsClosing, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part approval of the Transactions are as set forth on Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsDisclosure Schedule 4.03.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company SPAC has all requisite exempted company, corporate, limited liability company or corporate power, as applicable, other similar power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject only to obtaining the SPAC Stockholders’ Approval, the effectiveness of the Proxy/Registration Statement, receipt of the Regulatory Approvals, the filing of any documents required by the Final Order, the Interim Order and filings required pursuant to the Plan of Arrangement and the consummation of the Arrangement, to consummate the transactions contemplated hereby and thereby. All corporate action on the part of SPAC and its respective directors, officers and stockholders necessary for the (a) authorization, execution and delivery by SPAC of this Agreement and the Ancillary Agreements to which it is or will be a party and party, (subject to the approvals described in Section 4.5b) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby Transactions and thereby have (c) performance of each of their obligations hereunder or thereunder has been duly and validly authorized and approved by the Board of Directors of the Company, and no other company taken or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or will be taken prior to the Closing, subject to (i) obtaining the applicable SPAC Stockholders’ Approval, (ii) the receipt of the Regulatory Approvals and (iii) the consummation of the Arrangement. This Agreement and the Ancillary Agreements to which SPAC is or will bebe a party (assuming due authorization, duly execution and validly executed delivery by each other party hereto and delivered by thereto) constitute or will constitute at the Company and this Agreement constitutes, and on or prior Closing (with respect to the Ancillary Agreements to be executed at the Closing, each applicable Ancillary Agreement will constitute, a legal, ) valid and binding obligation obligations of the CompanySPAC, enforceable against the Company it in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, except as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance limited by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsEnforceability Exceptions.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the applicable Ancillary Agreements other Transaction Documents to which it is a party, the issuance and sale of the Preferred Stock and the Warrants by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the shares of Common Stock on any conversion of the Preferred Stock or any exercise of the Warrants (collectively, the "Common Shares") and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company and (b) have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or all requisite corporate proceeding proceedings on the part of the Company is necessary Board of Directors and, if applicable, to authorize this Agreement and the applicable Ancillary Agreements (other than stockholders of the Company Stockholder Approvals)Company. This Agreement has been, and on or prior each of the other Transaction Documents to which the Closing, Company is a party when executed and delivered by the applicable Ancillary Agreements Company will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to each of such other Transaction Documents (other than the Closing, each applicable Ancillary Agreement Preferred Shares) when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ now or hereafter in effect relating to the rights of creditors generally and subjectby legal and equitable limitations on the enforceability of specific remedies (regardless of whether enforcement is considered in a proceeding in equity or at law). The shares of Preferred Stock and all Common Shares issuable upon conversion of the Preferred Stock and exercise of the Warrants have been validly reserved for issuance, and upon payment of the Purchase Price in the case of the Preferred Stock and Warrants and upon conversion of the Preferred Stock or the exchange of the Warrants in the case of the Common Shares, such shares of Preferred Stock, Warrants and Common Shares, as to enforceabilitythe case may be, to general principles will be duly and validly issued and outstanding, fully paid, and nonassessable and issued free of equity. preemptive rights. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Preferred Stock will be set forth in the Certificate of Designation of the Preferred Stock (b) On or prior to the date "Certificate of this AgreementDesignation"), the Board form of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action which is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalsattached as Exhibit 2.2.

Due Authorization. (a) Other than Each of the Company Stockholder Approvals, the Company SPAC and Merger Sub has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the Ancillary Agreements Transaction Documents to which it is or will be a party at the Effective Time and (subject to the approvals receipt of the Consents described in Section 4.54.4, the SPAC Shareholder Approval) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The execution and delivery by each of the SPAC and Merger Sub of this Agreement and the applicable Ancillary Agreements Transaction Documents to which it is or will be a party at the Effective Time and the consummation by each of the transactions contemplated hereby SPAC and thereby Merger Sub of the Transactions (other than the authorization, filing and registration of the Plan of Merger, the change of name of the SPAC, the change of directors of SPAC in accordance with Section 2.5(a) and the A&R Memorandum and Articles of Association) have been duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the Board of Directors SPAC Shareholder Approval, the authorization, filing and registration of the CompanyPlan of Merger, the change of name of the SPAC, the change of directors of SPAC in accordance with Section 2.5(a) and the A&R Memorandum and Articles of Association), no other company or corporate proceeding action on the part of the Company SPAC or Merger Sub is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party at the Effective Time. Additionally, the SPAC has determined that the fair market value of the Company is equal to at least 80% of the balance in the Trust Account not including deferred underwriting discounts and commissions. Each of this Agreement and the applicable Ancillary Agreements (other than Transaction Documents to which it is or will be a party at the Company Stockholder Approvals). This Agreement Effective Time has been, or when executed and on or prior to the Closing, the applicable Ancillary Agreements delivered will be, duly and validly executed and delivered by the Company SPAC and (assuming that this Agreement constitutes, and on or prior such other applicable Transaction Documents to which the Closing, each applicable Ancillary Agreement Company is or will constitute, be a party at the Effective Time constitutes a legal, valid and binding obligation of the Company) constitutes or will constitute a legal, valid and binding obligation of the SPAC and Merger Sub (as applicable), enforceable against the Company SPAC and Merger Sub (as applicable) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception. (b) On or prior Assuming that a quorum (as determined pursuant to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions SPAC’s Governing Documents) is present: (i) declaring that each of those Transaction Proposals identified in clauses (A), (B) and (I) of Section 5.4(e)(ii) shall require approval by a special resolution under the Cayman Companies Act (being the affirmative vote of the holders of at least two-thirds of such members as, being entitled to do so, vote in person or by proxy at the SPAC Shareholders Meeting); (ii) each of those Transaction Proposals identified in clauses (C), (D), and (E), of Section 5.4(e)(ii), in each case, shall require approval by an ordinary resolution (being the affirmative vote of the holders of a majority of such members as, being entitled to do so, vote in person or by proxy at the SPAC Shareholders Meeting); and (iii) each of those Transaction Proposals identified in clauses (F), (G) and (H), of Section 5.4(e)(ii), in each case, shall require approval by the number of holders of the SPAC Ordinary Shares required to approve such Transaction Proposals under applicable Law and the Governing Documents of the SPAC. (c) The foregoing votes are the only votes of any of the SPAC’s share capital necessary in connection with entry into this Agreement by the SPAC and Merger Sub and the applicable Ancillary Agreements, and consummation of the transactions contemplated hereby and therebyTransactions, including the MergerClosing. (d) At a meeting duly called and held, are advisable and fair to, and or by written resolutions of the SPAC Board signed by all directors of the SPAC in the best interests oflieu of a meeting, the Company and its stockholders, and (ii) authorizing and approving SPAC Board has unanimously approved the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsTransactions as a Business Combination.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or All corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding actions on the part of the Company is necessary to authorize for the authorization, execution, delivery of, and the performance of all obligations of the Company under this Agreement, the Registration Rights Agreement, substantially in the form attached hereto as Exhibit D (the "Registration Rights Agreement"), each of the Security Documents (as defined below) and the Notes and each of the other agreements entered into and documents delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and the authorization, issuance, reservation for issuance and delivery of the Notes being sold under this Agreement and the applicable Ancillary Agreements shares of Common Stock issuable upon conversion of the Notes (other than the “Conversion Shares”) have been taken, and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders for the authorization, execution, delivery of, and the performance of all obligations of the Company Stockholder Approvals)under the Transaction Documents. This Agreement has been, and on The Transaction Documents have been or prior to the Closing, the applicable Ancillary Agreements will be, be duly and validly executed and delivered by the Company and this Agreement constitutesCompany, and on constitute or prior to will constitute the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, subject to except (a) as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to general principles (ii) the effect of equity. rules of law governing the availability of equitable remedies and (b) On as rights to indemnity or prior to the date contribution may be limited under federal or state securities laws or by principles of this Agreement, the Board of Directors public policy thereunder. Each of the Company Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly adopted resolutions authorized by such Subsidiaries' respective boards of directors (or other applicable governing body) and no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against them in accordance with their respective terms, except (a) as may be limited by (i) declaring that this Agreement and applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, enforcement of creditors’ rights generally and (ii) authorizing the effect of rules of law governing the availability of equitable remedies and approving the execution, delivery and performance (b) as rights to indemnity or contribution may be limited under federal or state securities laws or by the Company principles of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder Approvalspublic policy thereunder.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section Sections 4.4 and 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby will be, be duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Written Consent of each of the Requisite Company Stockholders are the only votes of any of the Company’s capital stock necessary to adopt this Agreement and approve the consummation of the transactions contemplated hereby, including the Merger. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger, thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the applicable Ancillary Agreements, other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the Ancillary Agreements other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding other than the Company Stockholder Approvals on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than documents to which the Company Stockholder Approvals)is a party contemplated hereby. This Agreement has been, and on or prior to the ClosingClosing and upon execution by the Company, such other documents to which the applicable Ancillary Agreements Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, each applicable Ancillary Agreement the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions unanimously (i) declaring determining that this Agreement and Agreement, the applicable Ancillary Agreements, Agreements and the transactions contemplated hereby and thereby, thereby (including the Merger, ) are advisable and fair to, and in the best interests of, the Company and its the Company’s stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and Agreement, the applicable Ancillary Agreements, Agreements and the transactions contemplated hereby and thereby, thereby (including the Merger). A certified copy of such resolutions has been provided to Parent prior to the execution and delivery of this Agreement by the Company. No other company or corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, documents to which the Company is a party contemplated hereby or to approve the Merger, Merger other than the Company Stockholder Approvals.

Due Authorization. (a) Other than the Company Stockholder Approvals, the The Company has all requisite company or corporate power, as applicable, and entity power and authority to execute and deliver this Agreement and the Ancillary Agreements each other Transaction Document to which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder, as applicable, and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement and such Transaction Document by the applicable Ancillary Agreements Company and the consummation of the transactions contemplated hereby and thereby have Transactions has been duly and validly authorized and approved by the Company Board of Directors of and, except for the CompanyCompany Stockholder Approval, and no other company or corporate proceeding on the part of the Company is or will be necessary to authorize this Agreement and the applicable Ancillary Agreements (other than each Transaction Document to which the Company is or will be a party and the Transactions. The Company Stockholder Approvals)Approval is the only vote or approval of the holders of any class or series of capital stock of the Company necessary to adopt this Agreement and any Transaction Document and to approve the Transactions. This Agreement has been, and each Transaction Document to which the Company is or will be a party has been or will be on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and/or thereto, as applicable, constitutes, and or on or prior to the Closing, each applicable Ancillary Agreement as applicable, will constitute, constitute a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Company Board of Directors of the Company has duly adopted resolutions (i) declaring determining that this Agreement and/or the other Transaction Documents to which the Company is or will be a party and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, Transactions are advisable and fair to, and in the best interests of, the Company and its stockholders, stockholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement each such Transaction Document and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part consummation of the Company or any of its stockholders to enter into this Agreement or the applicable Ancillary Agreements, or to approve the Merger, other than the Company Stockholder ApprovalsTransactions.