Common use of Due Authorization Clause in Contracts

Due Authorization. (a) All corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.

Due Authorization. (a) All The Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) 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 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 of directors of the Company, and no other company or corporate proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “other Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group the Company is a party contemplated hereby. This Agreement has been, and on or is subject prior to the Share Exchange Closing, the 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, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the board of directors of the Company has duly adopted resolutions (i) such party has all requisite power, authority determining that this Agreement and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the other Transaction Documents to which it the Company is a partyparty contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, when executed and delivered by itin the best interests of, will constitute valid the Company and legally binding obligations of it, subjectits stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to enforcement which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of remediesthe Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesother than the Company Shareholder Approval.

Due Authorization. (a) All The Company has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board 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 corporate actions or proceedings on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company or its stockholders shall be necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below)transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company enforceable against the Company in accordance with its terms, subject, except as to the enforcement of remedies, to such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and or similar Laws affecting in effect which affect the enforcement of creditors’ rights generally and to general by equitable principles. (b) As Prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under provisions of Section 203 of the Transaction Documents, in each case, to which it is a partyDGCL, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and any other Takeover Law or (iii) each any provision of the Transaction Organizational Documents to which it is a partyof the Company and the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law: (x) the execution of this Agreement, when executed (y) the Merger and delivered (z) any of the other transactions contemplated by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ this Agreement. The Company does not have in effect any “poison pill” or shareholder rights generally and to general equitable principlesplan.

Due Authorization. (a) All Other than the Company Stockholder Approvals, the Company has all requisite company or corporate actions 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 Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter applicable Ancillary Agreements (as defined belowother than the Company Stockholder Approvals), the “Transaction Documents”). This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents applicable Ancillary Agreements will be, duly and validly executed and delivered by the Constitutional Documents Company and this Agreement constitutes, and on or prior to which such Group Company is the Closing, each applicable Ancillary Agreement will constitute, a party or is subject is a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As 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 Seller Parties 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 Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Stockholder Approvals.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the Company has all requisite corporate power and authority to execute and deliver this Agreement and the 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 (a) All the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate actions action on its part, and no other corporate action on the part of the Group Companies andCompany 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, as subject to such further action of the Company Board required, if applicable, their respective officers, directors to establish the Record Date and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)Distribution Date, and the authorization, execution and delivery of, and the performance declaration of the obligations Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the Group Companies under conditions set forth in the Separation and Distribution Agreement), consummate the Transactions. Each of this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), Transaction Documents to which the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken Company is or will be taken prior to the Closing. Each a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents and the Constitutional Documents to which such Group Company each of Parent and Merger Sub is or will be a party or is subject is as of the Effective Time constitutes a legal, valid and binding obligation of each such Group Company of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcygeneral principles of equity (collectively, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe “Remedies Exception”).

Due Authorization. (a) All Each Group Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the other Transaction Documents to which it is a party and (subject to the approvals described in Article II and Section 6.4) to consummate the Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which any Group Company is a party contemplated hereby and the consummation of the Transactions have been duly and validly authorized and approved by the board of directors or similar governing body of 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 such Group Company is necessary to authorize this Agreement and the other Transaction Documents to which such Group Companies andCompany is a party. This Agreement has been, and on or prior to the Merger Closing, the other Transaction Documents to which any Group Company is a party contemplated hereby will be, duly and validly executed and delivered by such Group Company and this Agreement constitutes, and on or prior to the Merger Closing, the other Transaction Documents to which such Group Company is a party will constitute, a legal, valid and binding obligation of such Group Company, enforceable against 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 applicableto enforceability, their respective officers, directors and shareholders necessary for to general principles of equity. (ib) On or prior to the authorization date of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to competent corporate body of each Group Company has duly adopted or passed resolutions (i) determining that this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (other Transaction Documents to which such Group Company is a party and the Transactions are advisable and fair to, and in the best interests of, such Group Company and its shareholders, as defined below), the “Transaction Documents”)applicable, and (ii) authorizing and approving the authorizationexecution, issuance, reservation for issuance delivery and delivery performance by such Group Company of all of the Purchased Shares under this Agreement and the other Transaction Documents to which such Group Company is a party and the Transactions. No other corporate action is required on the part of the Ordinary Shares issuable upon conversion any Group Company or any of the Purchased Shares have been taken its shareholders to enter into this Agreement or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its termsto approve the Transactions, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, approvals specified in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthis Agreement.

Due Authorization. (a) All The Company has the requisite corporate actions power and authority to execute and deliver this Agreement and 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 Company Stockholder Approval by the Requisite Company Stockholders, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by the board of directors of the Company and other than execution and delivery of the Company Stockholder Approval by the Requisite Company Stockholders, no other corporate proceeding on the part of the Group Companies Company is necessary to authorize this Agreement or such Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement (when executed and delivered by the Company) will be, duly and validly executed and delivered by the Company and, as applicable, their respective officers, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreementeach such Transaction Agreement will constitute, the Shareholders Agreementa legal, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject only to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and to general equitable principles. principles of equity, whether such principles are considered in a proceeding in equity or at Law (b) As to other Seller Parties other than collectively, the Group Companies“Enforceability Exceptions”). At a meeting duly called and held, the board of directors of the Company has unanimously (i) such party has all requisite powerdetermined that it is in the best interests of the Company and the stockholders of the Company, authority and capacity declared it advisable, to enter into this Agreement providing for the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a partyMergers, (ii) each approved this Agreement and the Transactions, including the Mergers, on the terms and subject to the conditions of the Transaction Documents has been duly authorized, executed and delivered by itthis Agreement, and (iii) each adopted a resolution recommending that this Agreement and the Transactions, including the Mergers, be adopted by the stockholders of the Transaction Documents Company. The Company Stockholder Approval is the only vote or consent of holders of any class of Equity Securities of the Company or any of its Subsidiaries that is required to which it is a party, when executed adopt this Agreement and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesapprove the Transactions.

Due Authorization. (a) All Other than the Company Stockholder Approvals, the Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the 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 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 Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other documents to which the “Transaction Documents”)Company is a party contemplated hereby. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group 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 is subject prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Seller Parties documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and 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 other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Merger other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Stockholder Approvals.

Due Authorization. (a) All Other than the Company Stockholder Approval, the Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the 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 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 Group Companies and, as applicable, their respective officers, directors Company is necessary to authorize this Agreement and shareholders necessary for (i) the authorization of other documents to which the Restated Articles, the certificate of incorporation Company is or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)will be a party contemplated hereby. This Agreement has been, and on or prior to the Closing and upon execution by the Company, such other documents to which the 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 ofby the other Parties, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is or will be a party or is subject is contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Seller Parties documents to which the Company is or will be 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 by the Company of this Agreement and the other documents to which the Company is or will be a party contemplated hereby and the transactions contemplated hereby and thereby (including the Merger). No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is or will be a party contemplated hereby or to approve the Merger other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Stockholder Approval.

Due Authorization. (a) All The Company has all requisite power and authority to 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 Mergers (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby, and no other corporate actions or proceedings on the part of the Group Companies andCompany or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The board of directors of the Company has adopted resolutions, as applicableby unanimous written consent of the directors in lieu of a meeting, their respective officers, directors and shareholders necessary for (i) approving the authorization of the Restated Articlesexecution, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), delivery and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) determining that entering into this Agreement is in the authorization, issuance, reservation for issuance and delivery of all best interests of the Purchased Shares under Company and its stockholders, (iii) declaring this Agreement advisable and (iv) recommending that the Company’s stockholders adopt this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will directing that this Agreement be taken prior submitted to the ClosingCompany’s stockholders for adoption. Each of the Transaction Documents The Company has duly and the Constitutional Documents to which such Group Company is validly executed and delivered this Agreement. This Agreement constitutes a party or is subject is a legal, valid and binding obligation of each such Group the Company enforceable against the Company in accordance with its terms, subject, except as to the enforcement of remedies, to such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and to general by rules of Law governing specific performance, injunctive relief and equitable principles. (b) As Prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Company and its board of directors have taken all action necessary to exempt under or make not subject to (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under provisions of Section 203 of the Transaction Documents, in each case, to which it is a partyDGCL, (ii) any other applicable Takeover Law or (iii) any provision of the Organizational Documents of the Company and its Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law, each of the Transaction Documents has been duly authorizedexecution of this Agreement, executed the Mergers and delivered by it, and (iii) each any of the Transaction Documents to which it is a party, when executed and delivered other transactions contemplated by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ this Agreement. The Company does not have in effect any “poison pill” or shareholder rights generally and to general equitable principlesplan.

Due Authorization. (a) All The Company has all requisite corporate actions or similar organizational power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in Section 5.05) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by the Company Board and, except for the Company Stockholder Approval, no other corporate or similar organizational action on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization Company or any of its Subsidiaries or any holders of any Equity Securities of the Restated Articles, the certificate of incorporation Company or other equivalent corporate charter documents of any of its Subsidiaries is necessary to authorize the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery ofby 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 performance consummation of the obligations of transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Group Companies under this AgreementCompany and, the Shareholders Agreement, and the various agreements attached to assuming this Agreement (collectivelyconstitutes a legal, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, principles of equity. Each Ancillary Agreement to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it Company is a party, when executed and delivered by itthe Company, will be 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 legally binding obligations obligation of itthe Company, subjectenforceable against the Company in accordance with its terms, as to enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the Merger and the transactions contemplated by this Agreement, (ii) determined that this Agreement, the Merger and the transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Holders, (iii) directed that the adoption of this Agreement be submitted for approval by the Company Stockholders and (iv) resolved to recommend that the Company Stockholders approve this Agreement, the Merger and the transactions contemplated by this Agreement.

Due Authorization. (a) All Each of the Company and Merger Sub has the requisite corporate actions power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section 4.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company Board and the board of directors of Merger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.05, no other corporate proceeding on the part of the Group Companies andCompany or Merger Sub is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such other Transaction Agreement has been or will be (when executed and delivered by the Company or Merger Sub as applicable), duly and validly executed and delivered by the Company or Merger Sub, as applicable, their respective officersand, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this each such other Transaction Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken constitutes or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is constitute, a valid and binding obligation of each such Group the Company or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Company Board has unanimously (i) such party has all requisite powerdetermined that it is in the best interests of the Company and the Company Shareholders, authority and capacity declared it advisable, for the Company to enter into this Agreement and the other Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, Agreements to which the Company is or will be a party; (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; and (iii) adopted a resolution recommending to the Company Shareholders the approval of the Company Transaction Proposals. On or prior to 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, (ii) each 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 Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents Agreements to which it Merger Sub is or will be a party and the Transactions to which Merger Sub is a party, when executed including the First Merger and delivered by itthe First Plan of Merger, will constitute valid in accordance with applicable Law and legally binding obligations the Organizational Documents of itMerger 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, subjectincluding the Closing, and the approval of the Company Transaction Proposals are as to enforcement set forth on Section 4.03(c) of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe Company Disclosure Letter.

Due Authorization. (a) All The Company has all right, corporate actions on power and authority to enter into this Agreement and the part of the Group Companies Related Agreements, and, as applicablesubject to obtaining the Stockholder Approval, their respective officers, directors to consummate the transactions contemplated hereby and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, thereby. The execution and delivery of, and by the performance Company of the obligations of the Group Companies under this Agreement, the Shareholders AgreementRelated Agreements, and the various agreements attached to compliance by the Company with each of the provisions of this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter Related Agreements (as defined below), i) are within the “Transaction Documents”)corporate power and authority of the Company, and (ii) subject to obtaining the authorizationStockholder Approval, issuance, reservation for issuance and delivery of have been duly authorized by all necessary corporate action of the Purchased Shares under this Company. This Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documentsbeen, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a partyRelated Agreements, when executed and delivered by itthe Company, will constitute be, duly and validly executed and delivered by the Company. This Agreement constitutes, and each of the Related Agreements, when executed and delivered by the Company will constitute, a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms except as such enforcement is limited by bankruptcy, subject, as to insolvency and other similar laws affecting the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ ' rights generally and for limitations imposed by general principles of equity. The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company (the "Board of Directors") and will be effective upon the Closing. (b) The Shares have been duly 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 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 Closing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors under the DGCL, the rules of the NYSE or the consent of any other party, other than the approval 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 general equitable principlessubscribe 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) All corporate The Company has full power and authority to enter into this Agreement and the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement and the Related Agreements to which it is a party have been duly and validly approved by the managers, members, and equityholders of the Company, and no other actions or proceedings on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company are necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, Related Agreements or the transactions contemplated hereby and the various agreements attached to thereby. The Company has duly and validly executed and delivered this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter Related Agreements. This Agreement and the Related Agreements of the Company constitute (as defined below)assuming, the “Transaction Documents”)in each case, and (ii) the authorization, issuance, reservation for issuance due execution and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents by Parent, Purchaser and the Constitutional Documents to which such Group Company is a other entities party or is subject is a thereto) legal, valid and binding obligation obligations of the Company, in each such Group Company case enforceable in accordance with its their respective terms, subject, except as to the enforcement of remedies, to such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and or similar Laws affecting laws in effect which affect the enforcement of creditors’ ' rights generally and to general by equitable principleslimitations on the availability of specific remedies. (b) As to other Each Seller Parties other than the Group Companies, (i) such party and each Corporation has all requisite power, full power and authority and capacity to enter into this Agreement and the Transaction Documents, Related Agreements to which it is a party and to perform its obligations under consummate the Transaction Documents, in transactions contemplated hereby and thereby. Each Seller and each case, Corporation has duly and validly executed and delivered this Agreement and the Related Agreements to which it is a party, (ii) each of . This Agreement and the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents Related Agreements to which it each Seller and each Corporation is a partyparty constitute (assuming, when executed in each case, due execution and delivered delivery by itParent, will constitute Purchaser and the other entities party thereto) legal, valid and legally binding obligations of itsuch Seller or Corporation, subjectin each case enforceable in accordance with their respective terms, except as to enforcement of remedies, to such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and or similar Laws affecting laws in effect which affect the enforcement of creditors’ ' rights generally and to general by equitable principleslimitations on the availability of specific remedies.

Due Authorization. (a) All Other than the Company Stockholder Approvals, the Company has all requisite corporate actions power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the Transactions have been duly and validly authorized and approved by the Company Board, and no other corporate proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other documents to which the “Transaction Documents”)Company is a party contemplated hereby. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and on or is subject prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity (the “Enforceability Exceptions”). (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Company Board has duly adopted resolutions (i) such determining that this Agreement and the other documents to which the Company is a party has all requisite power, authority contemplated hereby and capacity to enter into the Transaction DocumentsTransactions are advisable and fair to, and to perform in the best interests of, the Company and its obligations under the Transaction Documentsstockholders, in each case, to which it is a partyas applicable, (ii) each authorizing and approving the execution, delivery and performance by the Company of this Agreement and the Transaction Documents has been duly authorized, executed other documents to which the Company is a party contemplated hereby and delivered by it, the Transactions and (iii) each recommending that the holders of the Transaction Documents Company Common Stock approve this Agreement and the Transactions, including the Merger. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which it the Company is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as party contemplated hereby or to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesapprove the Merger other than the Company Stockholder Approvals.

Due Authorization. The Company has the requisite corporate power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and (asubject to the approvals described in Section 5.05) All to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions have been duly authorized by the board of directors of the Company, and, other than the Company Stockholder Approval, no other corporate actions proceeding on the part of the Group Companies Company is necessary to authorize this Agreement or such Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement (when executed and delivered by the Company) will be, duly and validly executed and delivered by the Company and, as applicable, their respective officers, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreementeach such Transaction Agreement will constitute, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general equitable principles. principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (b) As to other Seller Parties other than the Group Companies“Enforceability Exceptions”). At a meeting duly called and held, the board of directors of the Company has unanimously (i) such party has all requisite powerdetermined that it is in the best interests of the Company and the stockholders of the Company, authority and capacity declared it advisable, to enter into this Agreement providing for the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a partyMerger, (ii) each approved this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions of the Transaction Documents has been duly authorized, executed and delivered by itthis Agreement, and (iii) each adopted a resolution recommending that this Agreement and the Transactions, including the Merger, be adopted by the stockholders of the Transaction Documents Company. The Company Stockholder Approval is the only vote or consent of holders of any class of equity securities of the Company or any of its Subsidiaries that is required to which it is a party, when executed adopt this Agreement and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesapprove the Transactions.

Due Authorization. (a) All Other than the Company Stockholder Approval, each of Inpixon and the Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the 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 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 Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other documents to which each of Inpixon and the “Transaction Documents”)Company is a party contemplated hereby. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each , the other documents to which each of the Transaction Documents Inpixon and the Constitutional Documents to which such Group 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 is subject prior to the Closing, the other documents to which each of Inpixon and the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group of Inpixon and the Company, enforceable against each of Inpixon and the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, (i) such party the Board of Directors of each of Inpixon and the Company has all requisite powerduly adopted resolutions (A) determining that it is in the best interests of each of Inpixon and the Company and its stockholders, authority and capacity declaring advisable, to enter into this Agreement and the Transaction Documentsother documents to which each of Inpixon and the Company is a party contemplated hereby, and to perform its obligations under (B) approving the Transaction Documentsexecution, in delivery and performance by each case, of Inpixon and the Company of this Agreement and the other documents to which it each of Inpixon and the Company is a party, party contemplated hereby and the transactions contemplated hereby and thereby and (ii) each the Board of Directors of the Transaction Company has duly adopted resolutions recommending the adoption and approval of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby by the Company’s stockholders. No other corporate action is required on the part of Inpixon, the Company or any of their respective stockholders to enter into this Agreement or the documents to which Inpixon or the Company is a party contemplated hereby or to approve the Merger other than the Company Stockholder Approval. The Company Stockholder Approval will be duly and validly obtained in accordance with applicable Law (including the DGCL) and the Governing Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents Company upon the execution and delivery of the Company Stockholder Written Consent pursuant to which it is a partythe terms of this Agreement, and, when executed and delivered by itdelivered, the Company Stockholder Written Consent will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe Company Stockholder Approval.

Due Authorization. (a) All The Company has all requisite company or corporate actions 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 and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the Transactions have been duly and validly authorized and approved by the Company Board, and no other company or corporate proceeding on the part of the Group Companies andCompany or any Company Shareholder is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party. This Agreement has been, as applicable, their respective officers, directors and shareholders necessary for (i) on or prior to the authorization of the Restated ArticlesClosing, the certificate of incorporation or other equivalent corporate charter documents of any of to which the Group Companies (collectively with Company is a party contemplated hereby will be, duly and validly executed and delivered by the Restated Articles, the “Constitutional Documents”)Company, and the (assuming due authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, by the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement other Parties and of the Ordinary Shares issuable upon conversion of other documents to which the Purchased Shares have been taken Company is a party contemplated hereby by the other parties thereto) this Agreement constitutes, and on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party or is subject is contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Company Board has duly adopted resolutions (i) such determining that this Agreement and the other documents to which the Company is a party has all requisite powercontemplated hereby and the Transactions are likely to promote the success of the Company for the benefit of its members as a whole having regard (amongst other matters) to the matters referred to in section 172 of the Companies ▇▇▇ ▇▇▇▇, authority and capacity (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other documents to which the Company is a party contemplated hereby and the Transactions. No other corporate action is required on the part of the Company or any of the Company Investors to enter into this Agreement or the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, documents to which it the Company is a party, (ii) each of party contemplated hereby or to approve the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of Exchange or the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesMergers.

Due Authorization. The Company has the requisite power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and (a) All subject to the approvals described in Section 5.05), subject to obtaining the Company Stockholder Approval, to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions. The Holders who have executed the Company Voting and Support Agreements as of the date hereof have agreed to vote in favor of the approval of this Agreement and the Transactions, including the Mergers, and such approval will be sufficient to duly obtain the Company Stockholder Approval. Other than the Company Stockholder Approval, no other corporate actions proceeding on the part of the Group Companies Company is necessary to authorize this Agreement or such Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement (when executed and delivered by the Company) will be, duly and validly executed and delivered by the Company and, as applicable, their respective officers, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreementeach such Transaction Agreement will constitute, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcythe remedy of specific performance and injunctive and other forms of equitable relief which may be subject to equitable defenses, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally general principles of equity and to general equitable principlesthe discretion of the court before which any proceeding therefor may be brought, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

Due Authorization. (a) All The Company has all right, corporate actions on power and authority to enter into this Agreement and the part of the Group Companies Related Agreements, and, as applicablesubject to obtaining the Stockholder Approval, their respective officers, directors to consummate the transactions contemplated hereby and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, thereby. The execution and delivery of, and by the performance Company of the obligations of the Group Companies under this Agreement, the Shareholders AgreementRelated Agreements, and the various agreements attached to compliance by the Company with each of the provisions of this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter Related Agreements (as defined below), i) are within the “Transaction Documents”)corporate power and authority of the Company, and (ii) subject to obtaining the authorizationStockholder Approval, issuance, reservation for issuance and delivery of have been duly authorized by all necessary corporate action of the Purchased Shares under this Company. This Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documentsbeen, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a partyRelated Agreements, when executed and delivered by itthe Company, will constitute be, duly and validly executed and delivered by the Company. This Agreement constitutes, and each of the Related Agreements, when executed and delivered by the Company will constitute, a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms except as such enforcement is limited by bankruptcy, subject, as to insolvency and other similar laws affecting the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ ' rights generally and for limitations imposed by general principles of equity. The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company (the "Board of Directors") and will be effective upon the Closing. (b) The Shares have been duly 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 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 Closing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors under the DGCL, the rules of the NYSE or the consent of any other party, other than the approval 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 general equitable principlessubscribe 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) All corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, The execution and delivery of, and the performance by Empire of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the other Transaction Documents to which it is a party, when 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 have been duly authorized and approved by all necessary corporate proceedings on the part of Empire. No other corporate proceeding on the part of Empire is necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which Empire is a party have been duly and validly executed by Empire and delivered by itconstitute the legal, will constitute valid and legally binding obligations of itEmpire enforceable against Empire in accordance with their respective terms, subject, as subject to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and general principles of equity. (b) The execution and delivery by ▇▇▇▇▇▇▇▇ of this Agreement and each of the other 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 have been duly authorized and approved by all necessary corporate proceedings on the part of ▇▇▇▇▇▇▇▇. No other corporate proceeding on the part of ▇▇▇▇▇▇▇▇ is necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the 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, valid and binding obligations of ▇▇▇▇▇▇▇▇ enforceable against ▇▇▇▇▇▇▇▇ in accordance with their respective terms, subject to bankruptcy, insolvency or other similar laws of general equitable principlesapplication affecting creditors' rights and general principles of equity.

Due Authorization. (a) All The Company has the requisite corporate actions on the part power and authority to enter into this Agreement and each of the Group Companies and, as applicable, their respective officers, directors other Transaction Documents to which it is a party and shareholders necessary for (i) to consummate the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), transactions contemplated hereby and the authorization, thereby. The execution and delivery of, and by the performance Company of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, 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) (i) are within the corporate power and authority of the Company and (ii) have been duly authorized by all necessary corporate action of the Company, subject to (A) the approval and adoption of each Series B Certificate of Designation by the Company Board, (B) the Series A Holder Approval and (C) the Company Stockholder Approval. This Agreement has been, and each of the other Transaction Documents has been duly authorized, to which the Company is a party when executed and delivered by itthe Company shall be, duly and (iii) each validly executed and delivered by the Company. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by itthe Company shall constitute, will constitute a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms, subjectexcept as such enforcement is limited by bankruptcy, as to insolvency and other similar laws affecting the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ ' rights generally and for limitations imposed by general principles of equity. 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 general equitable principleswhich such series shall be issued. The Preferred Shares have been 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 preemptive or other similar rights of the 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 Series 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 preemptive or other similar rights of the stockholders of the Company.

Due Authorization. (a) All Other than the Company Shareholder Approval, the Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) 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 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 Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party contemplated hereby. This Agreement has been, and on or is subject prior to the Amalgamation Closing, the 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, the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As 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 Seller Parties other than Transaction Documents by the Group CompaniesCompany 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 of directors of the Company has duly adopted resolutions (i) such party has all requisite power, authority determining that this Agreement and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the other Transaction Documents to which it the Company is a partyparty contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, when executed and delivered by itin the best interests of, will constitute valid the Company and legally binding obligations of it, subjectits stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to enforcement which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of remediesthe Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesother than the Company Shareholder Approval.

Due Authorization. (a) All Each of the Company Parties has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.6) to consummate the Transactions and the FST Restructuring, and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company Parties are parties contemplated hereby and the consummation of the Transactions and the FST Restructuring 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 Group Companies andCompany Parties is necessary to authorize this Agreement and the other documents to which the Company Parties are parties contemplated hereby. This Agreement has been, as applicableand on or prior to the Closing, their respective officersthe other documents contemplated hereby will be, directors duly and shareholders necessary for (i) the authorization validly executed and delivered by each of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)Company Parties, and this Agreement constitutes, assuming the due authorization, execution and delivery ofby the other Parties hereto, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each , the other documents to which each of the Transaction Documents and the Constitutional Documents to which such Group Company Parties is a party or is subject is contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other Parties thereto, a legal, valid and binding obligation of each such Group the Company Parties, enforceable against the Company Parties in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the board of directors of each of the Company Parties has duly adopted resolutions (i) determining that this Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the FST Restructuring are advisable and fair to, and in the best interests of, each of the Company Parties and 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 by the Company Parties. No other Seller corporate action is required on the part of the Company or any of the Company Shareholders to enter into this Agreement or the documents to which each of the Company Parties are party contemplated hereby or to approve the Transactions and the FST Restructuring other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Shareholder Approvals.

Due Authorization. Holdings has the requisite limited liability company power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and (asubject to the approvals described in Section 5.05) All corporate actions to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of managers of Holdings and no other limited liability company proceeding on the part of the Group Companies Holdings or any of its equityholders is necessary to authorize this Agreement or such Transaction Agreements or Holdings’ performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement (when executed and delivered by Holdings) will be, duly and validly executed and delivered by Holdings and, as applicable, their respective officers, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and each such Transaction Agreement will constitute, a valid and binding obligation of Holdings, enforceable against Holdings in accordance with its terms, subject to the Enforceability Exceptions. The copy of the Holdings Board Approval provided to Acquiror prior to the date hereof is true, correct and complete, is effective and has not been revoked and is the only approval of the board of managers of Holdings or any of the equityholders of Holdings to approve relating to the Transaction Agreements, the transactions contemplated hereby and thereby and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, Holdings hereunder and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthereunder. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.

Due Authorization. (a) All The Company has the corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors power and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached authority to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under enter into this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the 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) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party when executed and delivered by itthe Company will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute constitute, a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms except as such enforcement is limited by bankruptcy, subject, as to insolvency and other similar laws affecting the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ ' rights generally and for limitations imposed by general principles of equity. Prior to general equitable principlesthe 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 preemptive or other similar rights of the stockholders of the Company.

Due Authorization. (a) All The Company has all right, corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors power and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached authority to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under enter into this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the 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) (a) are within the corporate power and authority of the Company and (b) have been duly authorized by all requisite corporate 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 advisable and in the best interest of the Company's stockholders for the Company to consummate the issuance and sale of the Notes, the GS Shares, the Series A Preferred Stock and the Warrants upon the 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 each of the other Transaction Documents to which the Company is a party when executed and delivered by itthe Company will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute constitute, a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms, subject, except as to enforcement of remedies, to enforceability against the Company may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization and moratorium 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 to general equitable principlesvalidly issued and are outstanding, fully paid and nonassessable. At the Second Closing, the Conversion Shares will be validly reserved for issuance, and upon issuance in accordance with the Series A Certificate of Designation 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. (k) Section 3.3 is hereby amended and restated in its entirety as follows:

Due Authorization. (a) All corporate actions on the part Subject to any required approvals of the Group Companies andBankruptcy Court, as applicable, their respective officers, directors the Company shall have the requisite corporate power and shareholders necessary for (i) the authorization authority to enter into this Agreement and each of the Restated Articles, other Transaction Documents to which it is a party and shall have the certificate of incorporation or other equivalent requisite corporate charter documents of any of power and authority to consummate the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), transactions contemplated hereby and the authorization, thereby. The execution and delivery of, and by the performance Company of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, 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) (i) are within the corporate power and authority of the Company and (ii) upon confirmation of the Plan, shall have been duly authorized by all necessary corporate action of the Company. Subject to any required approvals of the Bankruptcy Court, this Agreement has been, and each of the other Transaction Documents has been duly authorized, to which the Company is a party when executed and delivered by itthe Company shall be, duly and (iii) validly executed and delivered by the Company. Assuming due authorization, execution and delivery by each Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by itthe Company shall constitute, will constitute a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms, subjectexcept as such enforcement is limited by bankruptcy, as to insolvency and other similar laws affecting the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ ' rights generally and for limitations imposed by general principles of equity. 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 general equitable principlesthe 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 preemptive or other similar rights of 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 and (z) the Commitment Shares, 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 preemptive or other similar rights of the stockholders of the Company.

Due Authorization. (a) All The Company has all right, corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors power and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached authority to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under enter into this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the 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) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all requisite corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party when executed and delivered by itthe Company will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute constitute, a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms, subjectexcept as such enforcement is limited by bankruptcy, as to insolvency and other similar laws affecting the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ ' rights generally and 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 Company has taken all action necessary to general equitable principleswaive, and by its execution hereof does hereby waive, the provisions of Section 4.16 of the 1999 Stock Purchase Agreement to the 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 preemptive or other similar rights of any stockholders of the Company.

Due Authorization. (a) All The Company has all corporate actions on right, power and authority to enter into this Agreement and the part Merger Agreement and to consummate the transactions contemplated hereby and thereby. The (a) execution and delivery by the Company of this Agreement, (b) issuance, sale and delivery of the Group Companies and, as applicable, their respective officers, directors Shares by the Company and shareholders necessary for (c) compliance by the Company with each of the provisions of this Agreement (i) are within the authorization corporate power and authority of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), Company and (ii) the authorization, issuance, reservation for issuance and delivery of have been duly authorized by all requisite corporate action of the Purchased Shares under Company. This Agreement has been duly and validly executed and delivered by the Company, and (assuming this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is constitutes a valid and binding obligation of each such Group the Investor) this Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company enforceable in accordance with its terms, subject, except as to the such enforcement of remedies, to applicable is limited by bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium and other similar Laws affecting the enforcement of creditors’ ' rights generally and to limitations imposed by general equitable principlesprinciples of equity. (b) As The Shares have been duly 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, 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 New York Stock Exchange (the "NYSE") or the consent of any other Seller Parties party will be required for the issuance of the Shares, other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each approval of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each NYSE of the Transaction Documents listing of such shares of Common Stock on the NYSE. No preemptive rights or other rights to which it is a party, when executed subscribe for or purchase securities exist with respect to the issuance and delivered by it, will constitute valid and legally binding obligations sale of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe Shares.

Due Authorization. (a) All The Company has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the filings under Section 2.3, to consummate the Transactions, and except for obtaining the Company Stockholder Approval, no other corporate actions or proceedings on the part of the Group Companies Company or its stockholders shall be necessary to authorize this Agreement and the Transactions. The execution, delivery and performance by the Company of this Agreement, and, as applicableassuming the representations and warranties set forth in Section 5.9 are true and correct, their respective officersthe consummation by it of the Merger, directors have been duly authorized by the Company Board and, assuming that the Merger is consummated in accordance with the DGCL, except for filing the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and shareholders necessary for performance by the Company of this Agreement and the Transactions. (b) The Company Board, after considering the recommendation of the Company Special Committee, has adopted resolutions unanimously (i) approving the authorization execution, delivery and performance by the Company of this Agreement and the consummation of the Restated ArticlesTransactions, (ii) determining that this Agreement and the certificate of incorporation or other equivalent corporate charter documents of any Transactions are fair to and in the best interests of the Group Companies Company and the Company’s stockholders, (collectively with iii) approving and declaring advisable this Agreement and the Restated Articlesconsummation 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 “Constitutional DocumentsRecommendation”), 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 ofhereof by ▇▇▇▇▇▇ and Merger Sub, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectivelyconstitutes a legal, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company enforceable against the Company in accordance with its terms, subject, except as to the enforcement of remedies, to such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization and or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and to general by rules of Law governing specific performance, injunctive relief and equitable principlesprinciples (the “Enforceability Exceptions”). (bd) As of the date hereof and at all times on or prior to other Seller Parties other than the Group CompaniesEffective Time, (i) such party has the Company and the Company Board have taken all requisite power, authority and capacity actions necessary so that the restrictions applicable to enter into business combinations contained in Section 203 of the Transaction DocumentsDGCL are, and will be, inapplicable to perform its obligations under the Transaction Documentsexecution, in each case, to which it is a party, (ii) each delivery and performance of this Agreement and the timely consummation of the Transaction Documents has been duly authorized, executed Merger and delivered by it, and (iii) each the other transactions contemplated hereby. No other Takeover Law or similar provision of the Transaction Organizational Documents of the Company and its Subsidiaries is, or at the Effective Time will be, applicable to which it is a party, when executed this Agreement and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and the Transactions. The Company does not have in effect any “poison pill,” stockholder rights plan or similar Laws affecting creditors’ rights generally and to general equitable principlesanti-takeover agreement or plan.

Due Authorization. (a) All The Company has all right, corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors power and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached authority to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under enter into this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the 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) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all requisite corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party when executed and delivered by itthe Company will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute constitute, a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms, subjectexcept as such enforcement is limited by bankruptcy, as to insolvency and other similar laws affecting the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ ' rights generally and 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 (the "Certificates of Designation"), the forms of which are attached to general equitable principlesthis 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 preemptive or other similar rights of any stockholders of the Company.

Due Authorization. The execution, delivery and performance of this Agreement and the other Loan Documents to which the Borrower, any Subsidiary Guarantor or the Trust is or is to become a party and the transactions contemplated hereby and thereby (ai) All corporate actions are within the authority of the Borrower, such Subsidiary Guarantor and the Trust, (ii) have been duly authorized by all necessary proceedings on the part of the Group Companies andBorrower, as applicablesuch Subsidiary Guarantor or the Trust and any general partner or manager thereof, their respective officers(iii) do not conflict with or result in any breach or contravention of any provision of law, directors and shareholders necessary for statute, rule or regulation to which the Borrower, such Subsidiary Guarantor or the Trust is subject or any judgment, order, writ, injunction, license or permit applicable to the Borrower, such Subsidiary Guarantor or the Trust, (iiv) the authorization do not conflict with any provision of the Restated ArticlesOrganizational Documents of the Borrower, such Subsidiary Guarantor or the certificate Trust or any general partner or manager thereof, or with the Tech LP Agreement, (v) do not contravene any provisions of, or constitute Default or Event of incorporation Default hereunder, and (vi) will not cause a failure to comply with any term, condition or provision of, any other equivalent corporate charter documents of agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Borrower, such Subsidiary Guarantor, FP Redland Tech or the Trust or any of the Group Companies Borrower’s, such Subsidiary Guarantor’s, FP Redland Tech’s or the Trust’s properties (collectively with except for any such failure to comply under any such other agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and adversely affect the Restated Articlesbusiness, the “Constitutional Documents”)operations, and the authorizationassets, execution and delivery of, and the performance condition (financial or otherwise) or properties of the obligations Trust, FPLP or any other member of the Group Companies under this AgreementPotomac Group) or result in the creation of any mortgage, the Shareholders Agreementpledge, and the various agreements attached to this Agreement (collectivelysecurity interest, “Ancillary Agreements”lien, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all encumbrance or charge upon any of the Purchased Shares under this Agreement and properties or assets of the Ordinary Shares issuable upon conversion of Borrower, such Subsidiary Guarantor, FP Redland Tech or the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesTrust. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.

Due Authorization. The Company has the requisite corporate power and authority to execute and deliver this Agreement, the Plan of Merger and each other Transaction Agreement to which it is or will be a party and (asubject to the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05) All to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions. The execution, delivery and performance of this Agreement, the Plan of Merger and such other Transaction Agreements and the consummation of the Transactions have been duly authorized by the board of directors of the Company and the Company Stockholders, and other than the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05, no other corporate actions proceeding on the part of the Group Companies Company is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each of the Plan of Merger, the Articles of Merger, and such other Transaction Agreement has been or will be (when executed and delivered by the Company) duly and validly executed and delivered by the Company, and, as applicable, their respective officers, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this each such other Transaction Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken constitutes or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is constitute, a valid and binding obligation of each such Group Company the Company, enforceable against the Company, in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcygeneral principles of equity, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principleswhether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

Due Authorization. The Company has all requisite corporate power and authority to: (a) All execute, deliver and perform this Agreement and the 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 the consummation by the Company of the Transactions (including the Merger) have 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 by all requisite action, including approval by the board of directors of the Company 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 corporate actions proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification . This Agreement and the Management Rights Letter (as defined below), the “other Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents Agreements to which such Group Company it is a party or is subject is have been duly and validly executed and delivered by the Company and (assuming this Agreement constitutes a legal, valid and binding obligation of each such Group of Parent and Merger Sub) constitute or will constitute the legal, valid and binding obligation of the Company, enforceable against the Company enforceable in accordance with its their terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcygeneral principles of equity (collectively, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe “Remedies Exception”).

Due Authorization. (a) All SPAC has all requisite corporate actions power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors of SPAC and no other corporate or equivalent proceeding on the part of SPAC is necessary to authorize this Agreement or such other Transaction Agreements or SPAC’s performance hereunder or thereunder (except that the Group Companies SPAC Shareholder Approval is a condition to the consummation of the First Merger and the SPAC Second Merger Approval is a condition to the consummation of the Second Merger). This Agreement has been, and each such other Transaction Agreement (when executed and delivered by SPAC) will be, duly and validly executed and delivered by SPAC and, as applicableassuming due authorization and execution by each other party hereto and thereto, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)this Agreement constitutes, and the authorizationeach such other Transaction Agreement will constitute a legal, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company SPAC, enforceable against SPAC in accordance with its terms, subject, as subject to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesEnforceability Exceptions. (b) As to other Seller Parties other than The only approvals or votes required from the Group Companiesholders of the SPAC’s Equity Securities in connection with the entry into this Agreement by SPAC, the consummation of the 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 unanimously: (i) such party has all requisite power, authority determined that this Agreement and capacity the Transactions are fair to enter into and in the Transaction Documents, best interests of the SPAC and to perform its obligations under the Transaction Documents, in each case, to which it is a partySPAC’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 taxes 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 Documents has been duly authorized, executed and delivered by itProposals, and (iiiv) resolved to, immediately following the consummation of the First Merger at the First Effective Time, seek approval of each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesSPAC Second Merger Proposals.

Due Authorization. (a) All Other than the Company Shareholders’ Approval, the Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the 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 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 Company Board, and no other company or corporate proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party contemplated hereby. This Agreement has been, and on or is subject prior to the Initial Closing, the 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, the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization 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 equitable principlesprinciples of equity. (b) As 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 Seller Parties other than Transaction Documents by the Group CompaniesCompany 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 has duly adopted resolutions (i) such party has all requisite power, authority determining that this Agreement and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the other Transaction Documents to which it the Company is a partyparty contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, when executed and delivered by itin the best interests of, will constitute valid the Company and legally binding obligations of it, subjectits shareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to enforcement which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of remedies, the Company or any of its shareholders to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditorsenter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions other than the Company Shareholders’ rights generally and to general equitable principlesApproval.

Due Authorization. Each Seller has all requisite company or corporate (aas the case may be) All power and authority to enter into this Agreement and the Related Agreements to which such Seller is to be a party and to consummate the transactions contemplated hereby and, if applicable, thereby. The execution, delivery and performance of this Agreement by each Seller and the Related Agreements by each Seller which is to be a party thereto, and the consummation of the transactions contemplated hereby and thereby by each Seller, has been duly and validly authorized and approved by each Seller and no other company or corporate actions action or proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders any Seller is necessary for (i) the authorization of the Restated Articlesto authorize this Agreement, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), Related Agreements to which such Seller is to be a party and the transactions contemplated hereby and thereby. Each Seller has 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, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below)Related Agreements by the other parties hereto and thereto, the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is constitutes a party or is subject is a legal, valid and binding obligation of each Seller and, upon execution and delivery of the Related Agreements to which any such Group Company 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 in accordance with its respective terms, subject, except as to the enforcement of remedies, to such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and or similar Laws affecting laws in effect that affect the enforcement of creditors’ rights generally and to general by equitable principleslimitations on the availability of specific remedies and by principles of equity (collectively, “Enforceability Limitations”). (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.

Due Authorization. (a) All The Company has the requisite corporate actions power and authority to enter into, execute and deliver this Agreement, the Warrants and the Registration Rights Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated 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 Group Companies andCompany, pursuant to the General Corporation Law of the State of Delaware, as applicableamended, their respective officersor otherwise, directors and shareholders are necessary for (i) to authorize the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, Warrants and the various agreements attached Registration Rights Agreement or to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, consummate the Shareholders Agreement, transactions contemplated hereunder or thereunder other than the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesStockholder Approval. (b) As The Investor has formally requested and the Board has granted a waiver and exemption to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations Investor under the Transaction DocumentsTax Plan and otherwise modified the Rights Plan effective concurrently with the execution of this Agreement, in each case, to which it is a partypermit the entering into of this Agreement and the Settlement Agreement, and, subject to the consummation of the transactions contemplated hereunder, the acquisition by the Investor and/or any of its Affiliates of the Shares, 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 will not be further amended or 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 Section 3.2(b) of the Company Disclosure Schedule, (ii) each of will not grant any waiver or exemption to any Person under any Rights Agreement prior to the Transaction Documents has been duly authorized, executed and delivered by it, Closing and (iii) each will not grant any waiver or exemption to any Person under any Rights Agreement that would prohibit or restrict any of the Transaction Documents foregoing permitted acquisitions by the Investor and/or any of its Affiliates. (c) The Board has taken the necessary actions such that the restrictions on business combinations contained in DGCL Section 203 will not apply to which it the Investor and its Affiliates and Associates (as defined in DGCL Section 203) solely by virtue of the transactions contemplated hereby and the acquisitions 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 DGCL) solely as a result of the transactions contemplated hereby or the foregoing permitted acquisitions (the “Section 203 Approval”). Notwithstanding the foregoing, from and after such time as the Investor, together with its Affiliates and Associates, no longer has collective beneficial ownership of at least fifteen percent (15%) in voting power of the 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 more in voting power of the Company’s capital stock. The Investor hereby acknowledges and agrees that the Section 203 Approval is a partylimited in accordance with the terms of the Board resolutions as set forth above, when executed and delivered by it, will constitute valid and legally binding obligations is effective only to the extent of it, subjectsuch limitation, as set forth above, and that Section 203 (and the restrictions on business combinations contained therein) shall otherwise apply to enforcement the Investor and its Affiliates and Associates and shall apply as a matter of remedies, contract pursuant to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthis Agreement.

Due Authorization. (a) All corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, The execution and delivery of, and the performance by Empire of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the other Transaction Documents to which it is a party, when 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 have been duly authorized and approved by all necessary corporate proceedings on the part of Empire. No other corporate proceeding on the part of Empire is necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which Empire is a party have been duly and validly executed by Empire and delivered by itconstitute the legal, will constitute valid and legally binding obligations of itEmpire enforceable against Empire in accordance with their respective terms, subject, as subject to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and general principles of equity. (b) The execution and delivery by Ma▇▇▇▇▇▇ ▇f this Agreement and each of the other 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 have been duly authorized and approved by all necessary corporate proceedings on the part of Ma▇▇▇▇▇▇. No other corporate proceeding on the part of Ma▇▇▇▇▇▇ ▇s necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the 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, valid and binding obligations of Ma▇▇▇▇▇▇ ▇nforceable against Ma▇▇▇▇▇▇ ▇n accordance with their respective terms, subject to bankruptcy, insolvency or other similar laws of general equitable principlesapplication affecting creditors' rights and general principles of equity.

Due Authorization. (a) All Other than the Company Stockholder Approvals, the Company has all requisite corporate actions power and authority to execute and deliver this Agreement and the 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 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 corporate proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other documents to which the “Transaction Documents”)Company is a party contemplated hereby. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group 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 is subject prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Seller Parties documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and 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 other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Merger other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Stockholder Approvals.

Due Authorization. (a) All Buyer Parent has all necessary corporate actions on the part of the Group Companies andpower and authority to execute, as applicable, their respective officers, directors deliver and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)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 ofby each other Party thereto) this Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreementwhen executed and delivered by Buyer Parent, the Shareholders Agreementwill constitute, and the various agreements attached to this Agreement (collectivelylegal, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation obligations of each such Group Company Buyer Parent enforceable against Buyer Parent in accordance with its their respective terms, subject, except as to the enforcement of remedies, to enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization and similar or other Laws of general application relating to or affecting creditors’ rights generally and to general equitable principlesgenerally. (b) As to other Seller Parties other than the Group Companies, (i) such party Each Buyer has all requisite powernecessary corporate power and authority to execute, authority deliver and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, Ancillary Agreements to which it is a party, (ii) each and the execution and delivery of such agreements and the performance of all of its obligations thereunder will and the consummation of the Transaction Documents has transactions contemplated thereunder, prior to the Closing, have been duly authorizedauthorized by each such Buyer. The signing, executed delivery and delivered performance by it, and (iii) each Buyer of the Transaction Documents Ancillary Agreement to which it is a partyparty are not prohibited or limited by, when 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, upon their delivery at or prior to Closing, will have been duly executed and delivered by iteach Buyer that is a party thereto and constitute the legal, will constitute valid and legally binding obligations obligation of iteach Buyer that is a party thereto, subjectenforceable against each such Buyer in accordance with their respective terms, except as to enforcement of remedies, to enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization and similar or other Laws of general application relating to or affecting creditors’ rights generally and to general equitable principlesgenerally.

Due Authorization. (a) All The Company has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the filings under Section ‎2.3, to consummate the Transactions, and except for obtaining the Company Shareholder Approval, no other corporate actions or proceedings on the part of the Group Companies Company or its shareholders shall be necessary to authorize this Agreement and the Transactions. The execution, delivery and performance by the Company of this Agreement, and, as applicableassuming the representations and warranties set forth in Section ‎5.10 are true and correct, their respective officersthe consummation by it of the Merger, directors have been duly authorized by the Company Board and, assuming that the Merger is consummated in accordance with the MBCA, except for filing the MBCA Certificate of Merger with the Michigan Department pursuant to the MBCA and shareholders subject to obtaining the Company Shareholder Approval, no other corporate action on the part of the Company is necessary for to authorize the execution, delivery and performance by the Company of this Agreement and the Transactions. (b) The Company Board has adopted resolutions unanimously (i) approving the authorization execution, delivery and performance by the Company of this Agreement and the consummation of the Restated ArticlesTransactions, (ii) determining that this Agreement and the certificate of incorporation or other equivalent corporate charter documents of any Transactions are fair to and in the best interests of the Group Companies Company and the Company’s shareholders, (collectively iii) adopting and declaring advisable this Agreement and the consummation of the Merger and (iv) in accordance with Section 782 of the Restated ArticlesMBCA, 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 “Constitutional DocumentsRecommendation”), 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 only vote of holders of securities of the Company which is required to approve this Agreement and consummation of 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 ofhereof by Parent, Merger Sub and the performance of the obligations of the Group Companies under this AgreementGuarantor, the Shareholders Agreement, and the various agreements attached to this Agreement (collectivelyconstitutes a legal, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company enforceable against the Company in accordance with its terms, subject, except as to the enforcement of remedies, to such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance moratorium, reorganization and or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and to general by rules of Law governing specific performance, injunctive relief and equitable principlesprinciples (the “Enforceability Exceptions”). (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.

Due Authorization. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the 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 (a) All the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate actions action on its part, and no other corporate action on the part of the Group Companies andCompany 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, as subject to such further action of the Company Board required, if applicable, their respective officers, directors to establish the Record Date and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)Distribution Date, and the authorization, execution and delivery of, and the performance declaration of the obligations Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the Group Companies under conditions set forth in the Separation and Distribution Agreement), consummate the Transactions. Each of this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), Transaction Documents to which the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken Company is or will be taken prior to the Closing. Each a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents and the Constitutional Documents to which such Group Company each of Parent and Merger Sub is or will be a party or is subject is as of the Effective Time constitutes a legal, valid and binding obligation of each such Group Company of Parent and Merger Sub (as applicable)), constitutes or will when executed and delivered constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcygeneral principles of equity (collectively, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe “Remedies Exception”).

Due Authorization. (a) All The Company has the corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors power and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached authority to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under enter into this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) party and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the 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) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party when executed and delivered by itthe Company will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute constitute, a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms except as such enforcement is limited by bankruptcy, subject, as to insolvency and other similar laws affecting the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ ' rights generally and for limitations imposed by general principles of equity. Prior to general equitable principlesthe 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 Preferred Stock will be as set forth in the Certificate of Designation for the Series B Preferred Stock (the "Certificate of Designation"), the form of which is attached to this Agreement as Exhibit 2.2A. The terms of the Warrants will be set forth in a Warrant, the form of which is attached to this Agreement as Exhibit 2.

Due Authorization. (a) All The Company has all corporate actions on right, power and authority to enter into this Agreement and to consummate the part transactions contemplated hereby. The (a) execution and delivery by the Company of this Agreement, (b) issuance, sale and delivery of the Group Companies and, as applicable, their respective officers, directors Shares by the Company and shareholders necessary for (c) compliance by the Company with each of the provisions of this Agreement (i) are within the authorization corporate power and authority of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), Company and (ii) the authorization, issuance, reservation for issuance and delivery of have been duly authorized by all requisite corporate action of the Purchased Shares under Company. This Agreement has been duly and validly executed and delivered by the Company, and (assuming this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is constitutes a valid and binding obligation of each such Group the Investors) this Agreement constitutes a legal, valid and binding agreement of the Company, enforceable against the Company enforceable in accordance with its terms, subject, except as to the such enforcement of remedies, to applicable is limited by bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium and other similar Laws affecting the enforcement of creditors’ ' rights generally and to limitations imposed by general equitable principlesprinciples of equity. (b) As The Shares have been duly 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, 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 New York Stock Exchange (the "NYSE") or the consent of any other Seller Parties party will be required for the issuance of the Shares, other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each approval of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each NYSE of the Transaction Documents listing of such shares of Common Stock on the NYSE. No preemptive rights or other rights to which it is a party, when executed subscribe for or purchase securities exist with respect to the issuance and delivered by it, will constitute valid and legally binding obligations sale of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe Shares.

Due Authorization. (a) All Other than the Company Stockholder Approval, the Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the 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 (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 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 Group Companies and, as applicable, their respective officers, directors Company is necessary to authorize this Agreement and shareholders necessary for (i) the authorization of other documents to which the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)Company is a party contemplated hereby. This Agreement has been, and on or prior to the Closing and upon execution by the Company, such 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, assuming the due authorization, execution and delivery ofby the other parties hereto, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party or is subject is contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Seller Parties documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the 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 other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Company Recapitalization). No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Merger other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Stockholder Approval.

Due Authorization. (a) All corporate actions on Subject to the part approval of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) Reserved Issuances at the authorization of the Restated ArticlesGeneral Meeting, the certificate of incorporation or other equivalent corporate charter documents of any of Company has the Group Companies (collectively with the Restated Articlesfull right, the “Constitutional Documents”), power and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under authority to enter into this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below)Transaction Documents and to perform and discharge its obligations therein; and following such approval at the General Meeting, the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional performance by the Company of its obligations therein will have been duly authorized, and this Agreement and the Transaction Documents to which such Group will have been duly executed and delivered by the Company is a party or is subject is and will constitute a valid and binding obligation of each such Group the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratorium, reorganization insolvency and similar Laws laws affecting creditors’ rights generally and to general equitable principles. 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) As that invest in companies with high growth potential which includes investments in small/mid cap equities; (iii) any institution that acts as a depository in connection with any offering by the Company of American Depositary Shares registered with the SEC; or (iv) any investment services providers likely to other Seller Parties other than guarantee the Group Companies, completion of an issue intended to be placed with the persons referred to in (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each above or within the framework of the Transaction Documents has been duly authorizedimplementation of an equity or bond line and, executed within this framework, to subscribe to the securities so issued. The issuance and delivered sale of the Securities as contemplated hereby and by itthe Pre-Funded Warrants and the Common Warrants will not be subject to, and will not violate, any preferential subscription rights (iii) each other than those that have been fully and irrevocably waived). Except as set forth in the Company Reports, there are no securities or instruments issued by or to which the Company is a party containing anti-dilution or similar provisions that will be triggered by the issuance of the Transaction Documents to which it is a party, when executed Securities at Closing that have not been fully and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesirrevocably waived.

Due Authorization. (a) All Each of the Company and Merger Sub has all requisite corporate actions 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 Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the 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, validly and unanimously authorized by all requisite action, including, in the case of Merger Sub, the Written Consent, and no other corporate or equivalent proceeding on the part of the Group Companies Company or Merger Sub is necessary to authorize this Agreement or the Ancillary Agreements or the Company’s or Merger Sub’s performance hereunder or thereunder. This Agreement and each Ancillary Agreement has been or will be, duly and validly executed and delivered by each of the Company and Merger Sub and, as applicableassuming due authorization and execution by each other parties hereto and thereto, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)this Agreement constitutes, and the authorizationeach such Ancillary Agreement will constitute, execution and delivery ofa legal, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group of the Company and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As to other Seller Parties other than The Company Board and the Group Companiesboard of directors of Merger Sub, (i) such party by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has all requisite powerapproved, authority as applicable, this Agreement and capacity to enter into the Transaction DocumentsAncillary Agreements and the transactions contemplated hereby and thereby, including the Merger and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each issuance of the Transaction Documents Company Class A Common Stock to the Pubco Stockholders. The Company has been duly authorized, executed delivered to Pubco a true and delivered by it, and (iii) each complete copy of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesWritten Consent.

Due Authorization. (a) All Other than the Company Equityholder Approval, the Company has all requisite company or corporate actions 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 4.4) 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 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 Group Companies andCompany is necessary to authorize this Agreement and the Ancillary Agreements to which the Company is a party other than the Company Equityholder Approval. This Agreement has been, as applicable, their respective officers, directors and shareholders necessary for (i) on or prior to the authorization of Closing and upon execution by the Restated ArticlesCompany, the certificate of incorporation or other equivalent corporate charter documents of any of Ancillary Agreements to which the Group Companies (collectively with Company is a party will be, duly and validly executed and delivered by the Restated Articles, the “Constitutional Documents”)Company, and this Agreement constitutes, assuming the due authorization, execution and delivery ofby the other parties hereto, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents Ancillary Agreements to which such Group the Company is a party or is subject is will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) such determining that this Agreement and the Ancillary Agreements to which the Company is a party has all requisite power, authority and capacity to enter into the Transaction Documentstransactions contemplated hereby and thereby are advisable and fair to, and to perform in the best interests of, the Company and its obligations under the Transaction Documentsstockholders, in each caseas applicable, to which it is a party, and (ii) each authorizing and approving the execution, delivery and performance by the Company of this Agreement and the Transaction Documents Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby. The Company Support Agreement has been duly authorized, and validly executed and delivered by itthe Company, and (iii) each of represents the Transaction Documents to which it is a partylegal, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as the Company. The Requisite Company Equityholders hold at least a majority of the outstanding shares of Company Common Stock entitled to enforcement vote. No other corporate action is required on the part of remedies, the Company or any of its stockholders to enter into this Agreement or the Ancillary Agreements to which the Company is a party or to approve the Merger other than the Company Equityholder Approval. The Company Equityholder Approval will be duly and validly obtained in accordance with applicable bankruptcy, insolvency, moratorium, reorganization Law (including the WBCA) and similar Laws affecting creditors’ rights generally and to general equitable principlesthe Governing Documents of the Company.

Due Authorization. (a) All Seller has all requisite corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors power and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), authority to execute and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under deliver this Agreement, the Shareholders Agreement, and the various all other agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Seller of this Agreement, and the other documents contemplated hereby, the performance by Seller of its obligations hereunder and thereunder and the consummation of the Transaction Documents transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Seller. This Agreement has been duly authorizedand validly executed by Seller and this Agreement is, and each other agreement contemplated hereby to which Seller is a party will be, upon execution and delivery thereof by Seller, a legal, valid and binding obligation of Seller, enforceable against it in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). (b) 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 waivers of third parties required in connection with such sale, conveyance, assignment, transfer and delivery of the Assets or any part thereof, all of which consent(s) or waiver(s) have been duly obtained by Seller, or have not been duly obtained and are set forth in Schedule 5.3), and the instruments of transfer, conveyance and assignment to be executed and delivered by itSeller to Purchaser at the Closing will be, upon execution and (iii) each of the Transaction Documents to which it is a partydelivery thereof, when executed and delivered by it, will constitute valid and legally binding obligations of itSeller, subjectenforceable in accordance with their respective terms, as sufficient for purposes of recordation and filing where permitted by law, sufficient to enforcement transfer, convey and assign to Purchaser all right, title and interest of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally Seller in and to general equitable principlesthe Assets, and, except for the permits and registrations set forth in Schedule 5.3, sufficient to vest in Purchaser the full right, power and authority to conduct the Business as currently conducted.

Due Authorization. (a) All corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, The execution and delivery of, by the Borrower and the performance each Guarantor of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below)Notes, the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance execution and delivery of all by each of the Purchased Shares under this Agreement and Borrower and, if applicable, its Subsidiaries of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Collateral Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Loan Documents, in each case, to which it is or is to be a party, (ii) the performance by each of the Transaction Borrower and each of its Subsidiaries of its obligations hereunder and thereunder, the granting of the Security Interests provided for in the Collateral Documents has and all Loans obtained hereunder by the Borrower and its Subsidiaries, and the other Indebtedness hereunder have been duly authorizedauthorized by all necessary corporate action, executed and delivered do not (except for a report on Form 8-K or similar report by itthe 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 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 (iiia) each any provision of the Transaction Documents certificate of incorporation, by-laws or similar organizational or governance document of the Borrower or any of its Subsidiaries, (b) any material agreement or other material Instrument binding upon or applicable to which it is a partythe 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 to the Borrower or any of its Subsidiaries or the property of the Borrower or any of its Subsidiaries, when executed and delivered 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 be created by it, will constitute valid and legally the Collateral Documents) or other Instrument binding obligations upon or applicable to the Borrower or any of it, subject, as to enforcement its Subsidiaries or the property of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe Borrower or any of its Subsidiaries.

Due Authorization. (a) All H▇▇▇▇▇ has all requisite corporate actions power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized and approved by the board of directors of Hepion and no other corporate or equivalent proceeding on the part of Hepion is necessary to authorize this Agreement or such other Transaction Agreements or H▇▇▇▇▇’s performance hereunder or thereunder (except that the Group Companies Hepion Stockholder Approval is a condition to the consummation of the Merger). This Agreement has been, and each such other Transaction Agreement (when executed and delivered by H▇▇▇▇▇) will be, duly and validly executed and delivered by H▇▇▇▇▇ and, as applicableassuming due authorization and execution by each other party hereto and thereto, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)this Agreement constitutes, and the authorizationeach such other Transaction Agreement will constitute a legal, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of Hepion, enforceable against each such Group Company enforceable Hepion in accordance with its terms, subject, as subject to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesEnforceability Exceptions. (b) As to other Seller Parties other than The only approvals or votes required from the Group Companiesholders of Hepion’s Equity Securities in connection with the entry into this Agreement by H▇▇▇▇▇, the consummation of the 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 unanimously: (i) such party has all requisite power, authority determined that this Agreement and capacity the Transactions are fair to enter into and in the Transaction Documents, best interests of Hepion and to perform its obligations under the Transaction Documents, in each case, to which it is a partyH▇▇▇▇▇’s shareholders, (ii) each of approved the Transaction Documents has been duly authorized, executed and delivered by it, Transactions and (iii) resolved to recommend that H▇▇▇▇▇’s stockholders approve each of the Hepion Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesProposals.

Due Authorization. (a) All The Company has all requisite corporate actions power and authority to execute and deliver this Agreement and the other Transaction Documents, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board, and, except for the filing with, and registration by the Registrar of the Articles of Merger and Plan of Merger, no other corporate action on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) to authorize the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery ofby the Company of this Agreement or the other Transaction Documents, and the performance by the Company of its obligations hereunder or thereunder or the consummation by the Company of the obligations transactions contemplated hereby or thereby. Each of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below)other Transaction Documents has been or, in the “Transaction Documents”)case of the Articles of Merger, will be prior to the Effective Time, duly and validly executed and delivered by the Company and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under assuming that this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group the Company is is, or will at the Effective Time be, a party or is subject is constitutes a legal, valid and binding obligation of each such Group of Parent and Merger Sub (as applicable)) constitutes or will constitute a legal, valid and binding obligation of the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity (collectively, the “Remedies Exception”). (b) As to other Seller Parties other than The Company Board, at a meeting duly called and held at which all directors of the Group CompaniesCompany were present, in person or via telephone, duly and unanimously adopted, in accordance with the BVI Act and the Memorandum and Articles of Association, resolutions (i) such party has all requisite powerapproving and authorizing the Company to execute and deliver this Agreement, authority the Plan of Merger and capacity to enter into the other Transaction Documents, and to perform its obligations under approving the Transaction Documents, in each case, to which it is a partyMerger and the other transactions contemplated by this Agreement, (ii) each of determining that the Merger and the other transactions contemplated by the Transaction Documents has been duly authorizedare in the best interests of the Company, executed (iii) recommending that the holders of Company Shares adopt a resolution authorizing this Agreement and delivered the Plan of Merger by itapproving the Company Shareholder Approval (the “Company Board Recommendation”), and (iiiiv) each submitting this Agreement, the Plan of Merger, the Articles of Merger, the Merger and the other transactions contemplated by this Agreement to the holders of Company Shares for their approval pursuant to the Shareholder Written Consent. (c) The only affirmative vote, written consent or approval of holders of any class or series of shares or other securities of the Company necessary or required to approve the execution, delivery or performance of this Agreement, the Plan of Merger or the other Transaction Documents or to which it consummate the Merger or the other transactions contemplated hereby is a partythe Company Shareholder Approval. The delivery of the Shareholder Written Consent to the Company by the Significant Shareholders constitutes the Company Shareholder Approval, when executed and delivered no further action by itany holder of Company Shares is necessary to approve this Agreement, will constitute valid and legally binding obligations the Plan of it, subject, as Merger or the Articles of Merger or to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesconsummate the Merger or the other transactions contemplated hereby or thereby.

Due Authorization. (a) All corporate actions on ADP Mergerco and ADP have full power and authority to enter into and perform their obligations under this Agreement and each agreement, instrument and document required to be executed by ADP Mergerco or ADP in accordance with this Agreement. The execution, delivery, and performance by ADP Mergerco and ADP of this Agreement and the part of the Group Companies andagreements, as applicabledocuments, their respective officers, directors and shareholders necessary for instruments required to be executed and delivered by ADP Mergerco and ADP in accordance with this Agreement (i) have been duly authorized by the authorization Boards of Directors of ADP Mergerco and ADP, respectively, and (ii) do not require the consent of the Restated Articlesshareholders of ADP. This Agreement has been and the agreements, documents, and instruments required to be executed and delivered by ADP Mergerco and ADP in accordance with this Agreement on the certificate Closing Date will have been duly and validly executed and delivered by ADP Mergerco and ADP and constitute, or will constitute, valid and binding obligations of incorporation ADP Mergerco and ADP, enforceable against ADP Mergerco and ADP in accordance with their respective terms, except that (i) such validity, binding effect and enforceability may be subject to applicable bankruptcy, insolvency, fraudulent transfer, or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articleslaws, the “Constitutional Documents”)now or hereafter in effect, and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”)affecting creditors' rights generally, and (ii) the authorizationremedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses (including commercial reasonableness, issuancegood faith, reservation for issuance and delivery of all fair dealing) and to the discretion of the Purchased Shares under court before which any proceeding therefor may be brought. None of the execution, delivery or performance of this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will any other agreement, instrument, or document to be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party executed by ADP Mergerco or is subject is a valid and binding obligation of each such Group Company enforceable ADP in accordance with its termsthis Agreement will (a) violate any foreign, subjectfederal, as state, county, or local law, rule, or regulation or any order, writ, injunction, or decree of any court, agency or governmental body applicable to the enforcement of remediesADP Mergerco or ADP or their properties, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than violate or conflict with, or permit the Group Companiescancellation of, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, any agreement to which it ADP Mergerco or ADP is a party, or by which either of them or any of their properties are bound, or result in the creation of any lien, security interest, charge, or encumbrance upon any of such properties, or (iic) each violate or conflict with any provision of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each Certificate of Incorporation or the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations Bylaws of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principleseither ADP Mergerco or ADP.

Due Authorization. (a) All The Company has all requisite corporate actions power and authority to execute and deliver this Agreement and each ancillary agreement to this Agreement to which it is a party and (subject to the approvals described in Section 4.05 and the adoption of this Agreement by (a) holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (on an “as converted basis”) voting together as a single class and (b) holders of 60% of the outstanding shares of Company Preferred Stock voting together as a single class (on an “as converted basis”) (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such ancillary agreements by the Company and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by the Company Board and upon receipt of the Company Requisite Approval, no other corporate or equivalent proceeding on the part of the Group Companies Company is necessary to authorize this Agreement or such ancillary agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such ancillary agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, as applicable, their respective officersa legal, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples 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 in connection with the adoption of this Agreement and the consummation of the Transactions, including the Closing. (b) As At a meeting duly called and held on or prior to other Seller Parties other than the Group Companiesdate hereof, the members of the Company Board (with one member abstaining) unanimously: (i) such party has all requisite powerdetermined that this Agreement and the Transactions are fair to, authority advisable and capacity to enter into in the Transaction Documents, best interests of the Company and to perform its obligations under the Transaction Documents, in each case, to which it is a party, Company Stockholders; (ii) approved the Transactions; (iii) directed that this Agreement be submitted to a vote or written action of the Company Stockholders; and (iv) recommended to the Company Stockholders approval of each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of matters requiring the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Requisite Approval.

Due Authorization. (a) All corporate actions As of the date of this Agreement, the Company has obtained the Company Advance Shareholder Approval. Other than the Company Requisite Approval, the Company has all requisite company power and authority to execute and deliver this Agreement and each Ancillary Agreement to this Agreement to which it is a party and (subject to the approvals described in Section 4.05 and the Company Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and 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 and upon receipt of the Company Requisite Approval, no other company proceeding on the part of the Group Companies Company is necessary to authorize this Agreement or such Ancillary Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Ancillary Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, as applicable, their respective officersa legal, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcy, insolvency, moratorium, reorganization general principles of equity. The Company Advance Shareholder Approval and similar Laws affecting creditors’ rights generally the Company Requisite Approval are the only votes of the holders of any class or series of shares in the capital of the Company required to approve and to general equitable principlesadopt this Agreement and approve the Transactions.

Due Authorization. (a) All Each Target Company has all requisite limited liability company or corporate actions power, as applicable, and authority to execute and deliver this 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 such member of the Target Company Group is or will be a 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 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 Ancillary Agreements to which any member of the Target Company Group is or will be a party and the consummation of the transactions contemplated hereunder and thereunder have been duly and validly authorized and approved by the necessary governing bodies and equityholders, as applicable, and no other limited liability company, corporate or partnership proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization any member of the Restated ArticlesTarget Company Group is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which any member of the Target Company Group is or will be a party. This Agreement has been, and on or prior to the Closing, the certificate of incorporation or other equivalent corporate charter documents of Ancillary Agreements to which any member of the Target Company Group Companies (collectively with is or will be a party will be, duly and validly executed and delivered by applicable member of the Restated Articles, the “Constitutional Documents”)Target Company Group, and the (assuming due authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, by the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement other Parties and of the Ordinary Shares issuable upon conversion Ancillary Agreement to which any member of the Purchased Shares have been taken Target Company Group is or will be taken a party by the other parties thereto) this Agreement constitutes, and on or prior to the Closing. Each , the Ancillary Agreements to which any member of the Transaction Documents and the Constitutional Documents to which such Target Company Group Company is or will be a party or is subject is will constitute, a legal, valid and binding obligation of each the applicable member of the Target Company Group, enforceable against such member of the Target Company Group Company enforceable in accordance with its their terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, each Target Company Board has adopted a consent (i) such determining that this Agreement and Ancillary Agreement to which any member of the Target Company Group is a party has all requisite powerand the transactions contemplated hereby and thereby are advisable and fair to, authority and capacity in the best interests of, the Target Companies and the Target Company Equityholders, and (ii) authorizing and approving the execution, delivery and performance by the Target Companies of this Agreement and the Ancillary Agreements to which any member of the Target Company Group is or will be a party and the transactions contemplated hereby and thereby. No other limited liability company or corporate action, as applicable, is required on the part of any of the Target Companies to enter into this Agreement or the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, Ancillary Agreements to which it is a party, (ii) each either of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of Target Companies is or will be a party or to approve the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlestransactions contemplated hereby or thereby.

Due Authorization. Subject to the approvals described in Section 4.05, the Company has all requisite company power and authority, including written approval of (ai) All corporate actions 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 converted basis”) voting separately as a class, and (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 each Ancillary Agreement to this Agreement to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and 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 and Company Stockholders, no other company proceeding on the part of the Group Companies Company is necessary to authorize this Agreement or such Ancillary Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Ancillary Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, as applicable, their respective officersa legal, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesprinciples of equity.

Due Authorization. (a) All Parent has all requisite corporate actions power and authority to enter into this Agreement and the Outsourcing Agreement, to issue the Warrants and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Outsourcing Agreement, the issuance of the Warrants and the consummation of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Parent, subject only to the Group Companies approval by Parent's stockholders of the issuance 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 approval of any holder of any securities of Parent is required in connection with the consummation of the transactions contemplated hereby. This Agreement and the Outsourcing Agreement have each been duly executed and delivered by Parent and, as applicable, their respective officers, directors subject to approval of Parent stockholders in the case of this Agreement and shareholders necessary for (i) the authorization issuance of the Restated ArticlesWarrants and, assuming the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the due authorization, execution and delivery ofby Novation, HPPI, VHA and UHC, as applicable, constitute the valid and binding obligations of Parent, enforceable against Parent in accordance with their terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity. (b) The execution and delivery of this Agreement and the Outsourcing Agreement by Parent does not, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter Outsourcing Agreement by Parent will not, (as defined belowi) 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 “Transaction Documents”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, which, if individually or in the 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 execution and delivery 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) the authorizationsuch other consents, issuanceauthorizations, reservation for issuance filings, approvals and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares registrations which if not obtained or made would not have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.Material Adverse Effect on Parent

Due Authorization. (a) All Other than the Company Stockholder Approvals, the Company has all requisite company or corporate actions on the part of the Group Companies andpower, as applicable, their respective officers, directors and shareholders necessary for authority to (i) the authorization execute and deliver this Agreement and each of the Restated ArticlesAncillary Agreements, (ii) subject to the approvals described in Section 4.7 of the Company Disclosure Letter, consummate the transactions contemplated hereby and thereby and (iii) perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the 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 Company Board. This Agreement has been, and on or prior to the Closing, the certificate of incorporation 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 other equivalent corporate charter documents of any of prior to the Group Companies (collectively with the Restated ArticlesClosing, the “Constitutional Documents”)other documents contemplated hereby to which the Company is a party will constitute, and the assuming due authorization, execution and delivery ofby the other parties thereto, and the performance of the obligations of the Group Companies under this Agreementa legal, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity (the “Enforceability Exceptions”). (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Company Board has duly adopted resolutions (i) such determining that this Agreement and the other documents contemplated hereby to which the Company is a party has all requisite power, authority and capacity to enter into the Transaction Documentstransactions contemplated hereby and thereby are advisable and fair to, and to perform its obligations under in the Transaction Documentsbest interests of, in each case, to which it is a partythe Company and the Company Stockholders, (ii) each authorizing and approving the execution, delivery and performance by the Company of this Agreement and the Transaction Documents has been duly authorized, executed other documents contemplated hereby to which the Company is a party and delivered by it, the transactions contemplated hereby and thereby and (iii) each 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, no other corporate action is required on the part of the Transaction Documents Company or any of the Company Stockholders to enter into this Agreement or the documents to which it the Company is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as party contemplated hereby or to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesapprove the Merger.

Due Authorization. (a) All The Company has all requisite corporate actions power and authority to execute and deliver this Agreement and the other documents to which it is contemplated hereby to be a party and (subject to the Company Stockholder Approvals and 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 other documents to which the Company is contemplated hereby to be 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 Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other documents to which the “Transaction Documents”)Company is contemplated hereby to be a party. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is contemplated hereby to be a party will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is subject is contemplated hereby to be a party will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Seller Parties documents to which the Company is contemplated hereby to be a party and the transactions contemplated hereby and 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 other documents to which the Company is contemplated hereby to be party and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is contemplated hereby to be a party or to approve the Merger other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Stockholder Approvals.

Due Authorization. (a) All Other than the Company Stockholder Approval, the Company has all requisite corporate actions power and authority to execute and deliver this Agreement and the 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 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 Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other documents to which the “Transaction Documents”)Company is a party contemplated hereby. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group 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 is subject prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, legal, valid and binding obligation obligations of each such Group the Company, enforceable against the Company enforceable in accordance with its their terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. The Company Holders Support Agreements have been executed and delivered to Acquiror by the Requisite Company Stockholders. (b) As On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions: (i) determining that this Agreement and the other Seller Parties documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and 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 other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Mergers other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Stockholder Approval.

Due Authorization. (a) All corporate actions The Company has all requisite company or entity power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the Transactions and the transactions contemplated thereby have been duly and validly authorized and approved by the Company Board and no other company or equivalent proceeding on the part of the Group Companies Company is necessary to authorize this Agreement or such Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement to which the Company will be party, will be, duly and validly executed and delivered by the Company and, as applicableassuming due authorization and execution by each other party hereto and thereto, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)this Agreement constitutes, and each such Transaction Agreement to which the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or Company will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is party, will constitute, a party or is subject is a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) As to other Seller Parties other than At a meeting duly called and held, the Group Companies, Company Board has: (i) such party has all requisite power, authority determined that this Agreement and capacity the transactions are fair to enter into and in the Transaction Documents, and to perform its obligations under best interests of the Transaction Documents, in each case, to which it is a partyCompany’s equityholders, (ii) each of approved the Transaction Documents has been duly authorized, executed and delivered by itTransactions, and (iii) each resolved to the recommend to the Company’s stockholders to approve this Agreement and the Transactions. (c) The Company Equityholder Approval has been obtained and such approval is the only vote of any of the Transaction Documents to which it is a party, when executed Pre-C Company Units necessary in connection with entry into this Agreement by the Company and delivered by it, will constitute valid and legally binding obligations the consummation of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe Transactions.

Due Authorization. Each Seller has all requisite company or corporate (aas the case may be) All power and authority to enter into this Agreement and the Related Agreements to which such Seller is to be a party and to consummate the transactions contemplated hereby and, if applicable, thereby. The execution, delivery and performance of this Agreement by each Seller and the Related Agreements by each Seller which is to be a party thereto, and the consummation of the transactions contemplated hereby and thereby by each Seller, has been duly and validly authorized and approved by each Seller and no other company or corporate actions action or proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders any Seller is necessary for (i) the authorization of the Restated Articlesto authorize this Agreement, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), Related Agreements to which such Seller is to be a party and the transactions contemplated hereby and thereby. Each Seller has 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, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below)Related Agreements by the other parties hereto and thereto, the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is constitutes a party or is subject is a legal, valid and binding obligation of each Seller and, upon execution and delivery of the Related Agreements to which any such Group Company 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 in accordance with its respective terms, subject, except as to the enforcement of remedies, to such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and or similar Laws affecting laws in effect that affect the enforcement of creditors’ ' rights generally and to general by equitable principleslimitations on the availability of specific remedies and by principles of equity (collectively, "ENFORCEABILITY LIMITATIONS"). (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.

Due Authorization. (a) All Other than the Company Stockholder Approval, the Company has all requisite corporate actions power and authority to execute and deliver this Agreement and the 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 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, and no other corporate proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below)other documents to which the Company is a party contemplated hereby or to consummate the transactions hereby or thereby. This Agreement has been and, the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party or is subject is contemplated hereby will be, duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a legal, valid and binding obligation of each 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 Group Boxabl Company, enforceable against the such Boxabl Company enforceable in accordance with its their terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Board of Directors of the Company has duly adopted resolutions at a meeting or by unanimous written consent (i) such determining that this Agreement, the Mergers and the other documents to which the Company is a party has all requisite powercontemplated hereby and the other transactions contemplated hereby and thereby are advisable, authority fair and capacity to enter into the Transaction Documentsreasonable to, and to perform its obligations under in the Transaction Documentsbest interests of, in each casethe Company and the Company Security Holders, to which it is a partyas applicable, (ii) each authorizing and approving the execution, delivery and performance by the Company of this Agreement and the Transaction Documents has been duly authorizedother documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, executed and delivered by it, and (iii) each 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 Transaction Documents 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 action or proceeding is required on the part of the Company or any of the Company Security Holders to enter into this Agreement or the documents to which it the Company is a partyparty contemplated hereby or to approve the Agreement, when executed and delivered by itincluding the First Merger, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesother than the Company Stockholder Approval.

Due Authorization. (a) All Other than the Company Unitholder Approval, the Company has all requisite corporate actions power and authority to execute and deliver this Agreement and the 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, delivery and performance of this Agreement and the 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 managers of the Company, and no other corporate proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other documents to which the “Transaction Documents”)Company is a party contemplated hereby or the Company’s performance hereunder or thereunder. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and on or is subject prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the board of managers of the Company has duly adopted resolutions (i) such determining that this Agreement and the other documents to which the Company is a party has all requisite power, authority contemplated hereby and capacity to enter into the Transaction Documentstransactions contemplated hereby and thereby are advisable and fair to, and to perform in the best interests of, the Company and its obligations under the Transaction Documentsmembers, in each case, to which it is a partyas applicable, (ii) each authorizing and approving the execution, delivery and performance by the Company of this Agreement and the Transaction Documents has been duly authorized, executed other documents to which the Company is a party contemplated hereby and delivered by it, the transactions contemplated hereby and thereby and (iii) each recommending that the holders of the Transaction Documents Company Units approve this Agreement and the transactions contemplated hereby, including the Merger. No other corporate action is required on the part of the Company or any of its members to enter into this Agreement or the documents to which it the Company is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as party contemplated hereby or to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesapprove the Merger other than the Unitholder Written Consent.

Due Authorization. Each of the Company and Merger Sub has all requisite power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or shall be a party, to carry out its obligations hereunder and thereunder, and to consummate the Transactions contemplated hereby and thereby. This Agreement and all Transaction Agreements to which the Company or Merger Sub is or shall be a party and the consummation of the Transactions (other than the authorization, filing and registration of the Plan of Merger, the change of directors of the Company in accordance with Section 1.8 (a) All corporate actions and the amendment and restatement of the Company’s memorandum and articles of association in accordance with Section 1.9(b)) have been duly authorized by all necessary and proper action on the part of the Group Companies andCompany and Merger Sub, as applicable, their respective officers, directors and shareholders necessary for (i) subject to the authorization Company Shareholder Approval in accordance with the Governing Documents of the Restated Articles, the certificate Company. Each of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), Transaction Documents to which the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have Company or Merger Sub is or shall be a party has been taken or will be taken prior to the Closing. Each of the duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents and the Constitutional Documents to which such Group Company the SPAC is or will be a party or is subject is constitutes a legal, valid and binding obligation of each such Group the SPAC), constitutes or shall when executed and delivered constitute the legal, valid and binding obligation of the Company and Merger Sub (as applicable), enforceable against the Company and Merger Sub (as applicable) in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject to general equitable principlesprinciples of equity (regardless of whether considered in a proceeding at law or in equity) (collectively, the “Remedies Exception”). (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.

Due Authorization. (a) All Each of the Company and Merger Sub has the requisite corporate actions power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section 4.05 and the Company Shareholder Approval) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company Board and the board of directors of Merger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.05 and the Company Shareholder Approval, no other corporate proceeding on the part of the Group Companies andCompany or Merger Sub is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such other Transaction Agreement has been or will be (when executed and delivered by the Company or Merger Sub as applicable), duly and validly executed and delivered by the Company or Merger Sub, as applicable, their respective officersand, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this each such other Transaction Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken constitutes or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is constitute, a valid and binding obligation of each such Group the Company or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Company Board has unanimously (i) such party has all requisite powerdetermined that it is in the best interests of the Company and the Company Shareholders, authority and capacity declared it advisable, for the Company to enter into this Agreement and the other Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, Agreements to which the Company is or will be a party; (ii) approved this Agreement, the other Transaction Agreements to which the Company is or will be a party and the Transactions, including the Merger; and (iii) adopted a resolution recommending to the Company Shareholders the approval of the Company Transaction Proposals. 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, (ii) each including the Merger and 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 Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents Agreements to which it Merger Sub is or will be a party and the Transactions to which Merger Sub is a party, when executed including the Merger and delivered by itthe Plan of Merger, will constitute valid in accordance with applicable Law and legally binding obligations the Organizational Documents of itMerger 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, subjectincluding the Closing, and the approval of the Company Transaction Proposals are as to enforcement set forth on Section 4.03(c) of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe Company Disclosure Letter.

Due Authorization. (a) All Subject to receipt of the Company Shareholder Approval, each of the Company and Merger Sub has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.05) 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 other documents to which the Company and/or Merger Sub are party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the respective boards of directors of the Company and Merger Sub and by the Company as the sole stockholder of Merger Sub, and no other company or corporate proceeding on the part of the Group Companies andCompany or Merger Sub is necessary to authorize this Agreement and the other documents to which the Company and/or Merger Sub are party contemplated hereby other than the Company Shareholder Approvals. This Agreement has been, and on or prior to the Closing, the other documents contemplated hereby to which the Company and/or Merger Sub are party will be, duly and validly executed and delivered by the Company and/or Merger Sub, as applicable, their respective officersand this Agreement constitutes, directors and shareholders necessary for (i) assuming the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the due authorization, execution and delivery ofby the other parties hereto, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company and/or Merger Sub is a party or is subject is contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each such Group the Company and/or Merger Sub, as applicable, enforceable against the Company and/or Merger Sub, as applicable, in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Board of Directors of the Company has duly adopted resolutions unanimously (i) such party has all requisite powerdetermining that this Agreement, authority the Ancillary Agreements and capacity to enter into the Transaction Documentstransactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, the Company and the Company’s shareholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, the Ancillary Agreements to perform its obligations under which it is a party and the Transaction Documentstransactions contemplated hereby and thereby (including the Merger). On or prior to the date of this Agreement, in each casethe Board of Directors of Merger Sub has duly adopted resolutions unanimously (i) determining that this Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, Merger Sub and Merger Sub’s stockholders and (ii) each authorizing and approving the execution, delivery and performance by Merger Sub of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger). Certified copies of the Transaction Documents has been duly authorized, executed and delivered by it, and (iiiresolutions described in this Section 4.03(b) each will be provided to SPAC upon SPAC’s request. No other corporate action is required on the part of the Transaction Documents Company or Merger Sub or any of their respective stockholders to enter into this Agreement or the documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as the Company and/or Merger Sub are party contemplated hereby or to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesapprove the Merger other than the Company Shareholder Approvals.

Due Authorization. (a) All corporate actions Each of Acquiror and Merger Sub has all requisite limited liability company power and authority to execute and deliver this Agreement and to consummate the Transactions. The execution and delivery of this Agreement and the consummation by Acquiror and ▇▇▇▇▇▇ Sub of the Transactions have been duly and validly authorized and approved by the sole member of each of Acquiror and Merger Sub, and no other proceeding on the part of the Group Companies Acquiror or Merger Sub is necessary to authorize this Agreement. This Agreement has been duly and validly authorized, executed and delivered by each of Acquiror and Merger Sub and, as applicable, their respective officers, directors assuming the due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectivelyby the other parties hereto, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is constitutes a party or is subject is a legal, valid and binding obligation of each such Group Company of Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub, as applicable, in accordance with its terms, subject, as subject to the enforcement Remedies Exception. Each of remedies, the Ancillary Documents or other agreements related to applicable bankruptcy, insolvency, moratorium, reorganization this Agreement to which Acquiror and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such Merger Sub is or will be a party has all requisite power, authority been or will be duly and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly validly authorized, executed and delivered by itAcquiror or Merger Sub, as applicable, and (iii) assuming the due and valid authorization, execution and delivery of each of such agreement by the Transaction Documents to which it is a partyother parties thereto, when executed and delivered by it, constitutes or will constitute a legal, valid and legally binding obligations obligation of it, subjectAcquiror or Merger Sub, as applicable, enforceable against the Acquiror or Merger Sub, as applicable, in accordance with its terms, subject to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe Remedies Exception.

Due Authorization. Such SIM Seller has all requisite power and authority (aor, if an individual, the legal capacity) All corporate actions to execute and deliver this Agreement and the Ancillary Agreements to which it is or will be a party and to consummate the Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which such SIM Seller is or will be a party and the consummation of the Transactions have been or will be, upon execution thereof, as applicable, duly and validly authorized and approved by all requisite action by such SIM Seller, and no other proceeding on the part of such SIM Seller is necessary to authorize the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to entry into this Agreement (collectively, “by such SIM Seller or the entry into the Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken Agreements to which such SIM Seller is or will be taken prior to a party or the Closingtransactions contemplated hereby or thereby. Each This Agreement has been, and upon its execution and delivery, each of the Transaction Documents and the Constitutional Documents Ancillary Agreements to which such Group Company SIM Seller is or will be a party will be, duly and validly executed and delivered by such SIM Seller and, assuming due execution by the other parties hereto or thereto, this Agreement constitutes, and upon its execution and delivery, each of the Ancillary Agreements to which such SIM Seller is subject is or will be a party will constitute, a legal, valid and binding obligation of each such Group Company SIM Seller, enforceable against such SIM Seller in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesprinciples of equity.

Due Authorization. (a) All The Company has all requisite corporate actions on the part power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is, or is contemplated to be, a party and (subject to receipt of the Group Companies andCompany Stockholder Approval and the Governmental Authorizations described in clauses (a) and (b) of Section 5.5) to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and each Ancillary Agreement to which the Company is, or is contemplated to be, a party have been duly and validly authorized and approved by the Company Board. This Agreement has been, and each of the Ancillary Agreements to which the Company is, or is contemplated to be, a party has been or will be, as applicable, their respective officers, directors duly and shareholders necessary for (i) validly executed and delivered by the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)Company, and the authorization, execution and delivery ofthis Agreement constitutes, and each Ancillary Agreement to which the performance of the obligations of the Group Companies under this AgreementCompany is, the Shareholders Agreementor is contemplated to be, and the various agreements attached to this Agreement (collectivelya party constitutes or, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken execution prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is , as applicable, will constitute, a party or is subject is a legal, valid and binding obligation of the Company (assuming, in each such Group case, the due and valid execution and delivery by each of the other parties thereto), enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. Company Securityholder Support Agreements have been executed and delivered to Acquiror by the Requisite Company Stockholders. (b) As Prior to the Company’s execution and delivery of this Agreement, the Company Board has taken the Company Board Actions, and, as of the date of this Agreement, none of the Company Board Actions has been rescinded, withdrawn or modified. No other Seller Parties corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the Ancillary Agreements to which the Company is, or is contemplated to be, a party or to approve the Merger, the Company Conversion or other than transactions contemplated hereby, except for the Group Companies, Company Stockholder Approval. (c) The affirmative votes or written consents of (i) such party has all requisite power, authority and capacity to enter into Persons holding more than 50% (on an as-converted basis) of the Transaction Documents, and to perform its obligations under voting power of the Transaction Documents, in each case, to which it is a partyCompany Stockholders, (ii) each Persons holding more than 50% of the Transaction Documents has been duly authorized, executed and delivered by it, outstanding shares of Company Series A Preferred Stock voting as a separate class and (iii) each the Requisite Convertible Notes Holders (other than such holders that have executed Existing Note Conversions) (the “Company Stockholder Approval”) are the only votes or consents of any of the Transaction Documents holders of any class or series of capital stock of the Company required to which it is a partyapprove and adopt this Agreement and approve the Merger and the other transactions contemplated hereby (including the Company Conversion). (d) To the knowledge of the Company, when executed the Warrantholder Exercises received as of the date hereof constitute the binding agreement of each holder of Company Warrants to exercise such holder’s Company Warrants in whole prior to the Merger Effective Time in accordance with the terms of Section 4.4. (e) To the knowledge of the Company, the Noteholder Conversions received as of the date hereof constitute the binding agreement of the Requisite Convertible Notes Holders to convert the aggregate outstanding amounts under such holders’ respective Company Convertible Notes, including all outstanding principal and delivered interest accrued thereof, into shares of Company Common Stock prior to the Merger Effective Time in accordance with the terms of Section 4.5 (except, to the extent agreed by it, will constitute valid and legally binding obligations of it, subjectthe Parties, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesprovided in the Noteholder Conversions).

Due Authorization. (a) All corporate actions on the part Subject to any required approvals of the Group Companies andBankruptcy Court, as applicable, their respective officers, directors the Company shall have the requisite corporate power and shareholders necessary for (i) the authorization authority to enter into this Agreement and each of the Restated Articles, other Transaction Documents to which it is a party and shall have the certificate of incorporation or other equivalent requisite corporate charter documents of any of power and authority to consummate the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), transactions contemplated hereby and the authorization, thereby. The execution and delivery of, and by the performance Company of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, 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) (i) are within the corporate power and authority of the Company and (ii) upon confirmation of the Plan, shall have been duly authorized by all necessary corporate action of the Company. Subject to any required approvals of the Bankruptcy Court, this Agreement has been, and each of the other Transaction Documents has been duly authorized, to which the Company is a party when executed and delivered by itthe Company shall be, duly and (iii) each validly executed and delivered by the Company. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and each of such other Transaction Documents when executed and delivered by itthe Company shall constitute, will constitute a valid and legally binding obligations agreement of itthe Company enforceable against the Company in accordance with its terms, subjectexcept as such enforcement is limited by bankruptcy, as to insolvency and other similar laws affecting the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ ' rights generally and for limitations imposed by general principles of equity. 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 general equitable principlesthe 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 preemptive or other similar rights of 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 preemptive or other similar rights of the stockholders of the Company and (z) the Commitment Shares, 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 preemptive or other similar rights of the stockholders of the Company.

Due Authorization. (a) All corporate actions on the part of the Group Companies andThe execution, as applicable, their respective officers, directors delivery and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Registration Rights Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), and such other agreements, instruments and documents to be executed in connection herewith by Buyer and Sub have been duly authorized by the “Transaction Documents”Board of Directors of Buyer and Sub. This Agreement has been duly and validly authorized, executed and delivered by each of Buyer and Sub and, assuming this Agreement constitutes a valid and binding obligation of the Company and Sellers, constitutes a valid and binding obligation of Buyer and Sub enforceable against Buyer and Sub in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and the application of general principles of equity. Upon its execution in accordance with this Agreement, the Registration Rights Agreement will have been duly and validly executed and delivered by Buyer and, assuming the Registration Rights Agreement constitutes a valid and binding obligation of the Sellers who are parties thereto, will constitute a valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and the application of general principles of equity. Assuming the accuracy of the representations and warranties made by the Sellers in this Agreement, the execution, delivery and performance of this Agreement by Buyer and Sub and of the Registration Rights Agreement by Buyer will not, except as set forth on SCHEDULE 3.02, (a) violate any federal, state, county or local law, rule or regulation applicable to Buyer, Sub or their respective property, (b) violate or conflict with, or permit the cancellation of, any agreement to which Buyer or Sub is a party or by which either of them or any of its property is bound (other than such violations or conflicts as shall have been waived in writing by the Company and Sellers at or prior to Closing), (c) permit the acceleration of the maturity of any indebtedness of, or any indebtedness secured by the property of, Buyer or Sub (except as shall have been waived in writing by the Company and Sellers at or prior to Closing), or (d) violate or conflict with any provision of Buyer's or Sub's certificate of incorporation or by-laws. Assuming the accuracy of the representations and warranties made by the Sellers in this Agreement, no action, consent or approval of or filing with any federal, state, county or local governmental authority is required in connection with the execution, delivery or performance of this Agreement (or any agreement or other document executed in connection herewith by Buyer or Sub, including the Registration Rights Agreement to be executed by Buyer and certain of the Sellers in connection with the Closing (the "REGISTRATION RIGHTS AGREEMENT")) by Buyer or Sub, except for (i) the filings described in Section 6.13 hereof, and (ii) the authorization, issuance, reservation for issuance filings and delivery of all of approvals contemplated by the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesRegistration Rights Agreement. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles.

Due Authorization. (a) All The Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the 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 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 Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other documents to which the “Transaction Documents”)Company is a party contemplated hereby. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group 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 is subject prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As The Company and all Subsidiaries’ Governing Documents comply with all applicable Laws. (c) No vote or consent of any of the Company Shareholders is 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 Closing. (d) On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the board of directors of the Company has duly adopted resolutions (i) such party has all requisite power, authority determining that this Agreement and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the other Transaction Documents to which it the Company is a partyparty contemplated hereby and the transactions contemplated hereby and thereby are in the best interests of, when executed the Company and delivered by it, will constitute valid and legally binding obligations of it, subjectits shareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to enforcement which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of remedies, the Company to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and enter into this Agreement or the documents to general equitable principleswhich the Company is a party contemplated hereby or to approve the Transactions.

Due Authorization. (a) All corporate Each Owner has full power and authority to ----------------- own, lease, operate and sell the Properties and has full power and authority to enter into this Agreement and the other documents to be executed by it pursuant to this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each Owner of this Agreement have been, and the documents to be executed by it pursuant to this Agreement shall be, duly and validly approved by all necessary applicable action and no other actions or proceedings on the part of such Owner are necessary to authorize this Agreement and the Group Companies andtransactions contemplated hereby and thereby. Each Owner has complied with applicable law and valid agreements binding upon it in connection with its solicitation of any necessary approvals or consents related to this transaction and obtaining appropriate authorization. No consent, as applicablewaiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental instrumentality or any other Person is required to be made, obtained or given by such Owner in connection with the execution, delivery and performance of this Agreement and the documents executed by such Owner pursuant to this Agreement. The joinder of no entity or Person other than such Owner will be necessary to perform its obligations hereunder. Such Owner has duly and validly executed and delivered this Agreement. This Agreement constitutes, and the documents executed by such Owner pursuant to this Agreement when executed will constitute, legal, valid and binding obligations of such Owner enforceable against it in accordance with their respective officersterms, directors and shareholders necessary for subject to (i) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer and other similar laws of general application, heretofore or hereafter enacted or in effect, affecting the authorization rights and remedies of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”)creditors generally, and (ii) the authorization, issuance, reservation for issuance and delivery exercise of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken judicial or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable administrative discretion in accordance with its termsgeneral equitable principles, subject, particularly as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each availability of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each remedy of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesspecific performance or other injunctive relief.

Due Authorization. (a) All Other than the Company Member Approvals, the Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the 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 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 Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other documents to which the “Transaction Documents”)Company is a party contemplated hereby. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group 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 is subject prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As No other company action is required on the part of the Company or any of its equityholders to other Seller Parties enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Group Companies, (i) such party has all requisite power, authority Company Member Approvals. The Company Member Approvals will be duly and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, validly executed and delivered by it, in accordance with applicable Law (including the TBOC) and (iii) each the Governing Documents of the Transaction Documents Company upon the execution and delivery of the Company Member Written Consent pursuant to which it is a partythe terms of this Agreement, and, when executed and delivered by itdelivered, the Company Member Written Consent will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe irrevocable Company Member Approvals.

Due Authorization. (a) All corporate actions The Company has all requisite company power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is a party and (subject to the approvals described in Section 5.05 and the adoption of this Agreement by holders of a majority of the voting power of the outstanding shares of Company Common Stock, Company Preferred Stock and Company Founders Preferred Stock, each on an “as converted basis”, voting together as a single class (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and 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 upon receipt of the Company Requisite Approval, no other company proceeding on the part of the Group Companies Company is necessary to authorize this Agreement or such other Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such other Transaction Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, as applicable, their respective officersa legal, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples 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. (b) As to other Seller Parties other than At a meeting duly called and held, the Group Companies, Company Board has unanimously: (i) such party has all requisite powerdetermined that this Agreement and the transactions contemplated hereby are fair to, authority advisable and capacity to enter into in the Transaction Documents, best interests of the Company and to perform its obligations under the Transaction Documents, in each case, to which it is a party, stockholders; (ii) each of approved the Transaction Documents has been duly authorized, executed and delivered transactions contemplated by it, this Agreement; and (iii) resolved to recommend to the stockholders of the Company approval of each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesmatters requiring Company Requisite Approval.

Due Authorization. (a) All corporate actions on the part of the Group Companies andThe Company has all requisite partnership power and authority to execute, as applicable, their respective officers, directors deliver and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the perform its obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, Agreements to which it is a party, and (iisubject to the approvals described in Section 3.4) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the other Transaction Documents Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the general partner of the Company and no other proceeding on the part of the Company is necessary to authorize such agreements or the Company’s performance thereunder. This Agreement has been duly authorized, and validly executed and delivered by itthe Company, and (iii) each of the other Transaction Documents Agreements to which it is a party, when executed and delivered, will be duly and validly executed and delivered by itthe Company; and, will constitute assuming due authorization and execution by each other party hereto and thereto, each of this Agreement and the other Transaction Agreements to which it is a party constitutes a legal, valid and legally binding obligations obligation of itthe Company, subjectenforceable against the Company in accordance with its terms, as to enforcement of remedies, subject (i) to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally, (ii) as to enforceability, to general principles of equity, and (iii) to applicable requirements of the HSR Act, and any other Laws designed or intended to prohibit, restrict or regulate antitrust, monopolization, restraint of trade or competition. (b) The Loan Agreement has been duly and validly authorized and approved by the general partner of the Company and, when executed and delivered as contemplated therein, will have been duly and validly executed and delivered by it, and assuming the due authorization, execution and delivery thereof by GWG Life, will constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and (ii) as to enforceability, to general equitable principles.principles of equity

Due Authorization. (a) All corporate actions on the part of the Group Companies andThe Company has all requisite partnership power and authority to execute, as applicable, their respective officers, directors deliver and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the perform its obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and each of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the other Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, Agreements to which it is a party, and (iisubject to the approvals described in Section 3.4 ) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each of the other Transaction Documents Agreements to which it is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the general partner of the Company and no other proceeding on the part of the Company is necessary to authorize such agreements or the Company’s performance thereunder. This Agreement has been duly authorized, and validly executed and delivered by itthe Company, and (iii) each of the other Transaction Documents Agreements to which it is a party, when executed and delivered, will be duly and validly executed and delivered by itthe Company; and, will constitute assuming due authorization and execution by each other party hereto and thereto, each of this Agreement and the other Transaction Agreements to which it is a party constitutes a legal, valid and legally binding obligations obligation of itthe Company, subjectenforceable against the Company in accordance with its terms, as to enforcement of remedies, subject (i) to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally, (ii) as to enforceability, to general principles of equity, and (iii) to applicable requirements of the HSR Act, and any other Laws designed or intended to prohibit, restrict or regulate antitrust, monopolization, restraint of trade or competition. (b) The Loan Agreement has been duly and validly authorized and approved by the general partner of the Company and, when executed and delivered as contemplated therein, will have been duly and validly executed and delivered by it, and assuming the due authorization, execution and delivery thereof by GWG Life, will constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and (ii) as to enforceability, to general equitable principles.principles of equity

Due Authorization. (a) All Other than the Company Stockholder Approvals, the Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the 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 (including the Pre-Closing Restructuring). The execution and delivery of this Agreement and the 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 Group Companies and, as applicable, their respective officers, directors Company is necessary to authorize this Agreement and shareholders necessary for (i) the authorization of other documents to which the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)Company is a party contemplated hereby. This Agreement has been, and on or prior to the Closing and upon execution by the Company, such 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, assuming the due authorization, execution and delivery ofby the other parties hereto, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party or is subject is contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Seller Parties documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring) 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 other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Pre-Closing Restructuring). No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Mergers or the Pre-Closing Restructuring other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Stockholder Approvals.

Due Authorization. The Company has all requisite power and authority to execute and deliver this Agreement and each Transaction Agreement to which it is a party and (subject to (a) All corporate actions the approvals described in Section 5.05 and (b) the approval of the holders of Company Shares pursuant to the Company Written Consent) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly, validly and unanimously authorized by the board of directors, managing member or equivalent governing body of the Company, and, other than the approval of the holders of Company Shares pursuant to the Company Written Consent, no other organizational or equivalent proceeding on the part of the Group Companies Company or any of its members or equityholders is necessary to authorize, approve or adopt this Agreement or such Transaction Agreements or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and each such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by the Company and, as applicable, their respective officers, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreementeach such Transaction Agreement will constitute, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcygeneral principles of equity, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principleswhether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

Due Authorization. (a) All The Company has full corporate actions on power and authority to enter into and perform this Agreement and each other agreement, instrument and document required to be executed by it in connection herewith (the part of the Group Companies and"ANCILLARY AGREEMENTS"). The execution, as applicable, their respective officers, directors delivery and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), Ancillary Agreements have been duly authorized by the “Transaction Documents”), Sellers and (ii) the authorization, issuance, reservation for issuance and delivery Board of all Directors of the Purchased Shares under Company. (b) This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is constitutes a valid and binding obligation of each such Group Buyer and Sub, constitutes a valid and binding obligation of the Company enforceable against it in accordance with its terms, subject, except as to the enforcement of remedies, to same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws or other laws affecting the enforcement of creditors’ ' rights generally and to the application of general equitable principlesprinciples of equity. (bc) As to other Seller Parties other than the Group CompaniesUpon its execution in accordance with this Agreement, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, Ancillary Agreement to which it the Company is a party, (ii) each of the Transaction Documents has party shall have been duly authorized, and validly executed and delivered by itthe Company and, assuming such Ancillary Agreement constitutes a valid and (iii) each binding obligation of Buyer and Sub, shall constitute a valid and binding obligation of the Transaction Documents to which it is a partyCompany enforceable against the Company in accordance with its terms, when executed and delivered except as the same may be limited by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws or other laws affecting the enforcement of creditors’ ' rights generally and the application of general principles of equity. (d) Assuming the accuracy of the representations and warranties made by Buyer and Sub in this Agreement, neither the execution, delivery and performance of this Agreement by the Company and the Sellers, nor the execution, delivery and performance of any Ancillary Agreement by the Company and/or any Seller, shall (i) violate any federal, state, county or local law, rule or regulation applicable to general equitable principlesthe Company, any Subsidiary, any Seller, or their respective properties, (ii) violate or conflict with, or permit the cancellation of, any agreement to which the Company, any Subsidiary or any Seller is a party, or by which any of them or any of their respective properties is bound (other than such violations or conflicts as shall have been waived in writing by Buyer and Sub at or prior to Closing), or result in the creation of any lien, security interest, charge or encumbrance upon any of such properties, (iii) permit the acceleration of the maturity of any indebtedness of, or indebtedness secured by the property of, the Company, any Subsidiary or any Seller (except for indebtedness outstanding under the Company's senior credit facilities and except as shall have been waived in writing by Buyer and Sub at or prior to Closing), or (iv) violate or conflict with any provision of the articles or certificate of incorporation or by-laws of the Company, any Seller or any Subsidiary. (e) No action, consent or approval of or filing with any federal, state, county or local governmental authority is required in connection with the execution, delivery or performance of this Agreement or any Ancillary Agreement by the Company or any Seller, except for the filings described in Section 6.13 hereof.

Due Authorization. (a) All The Company has all requisite corporate actions power and authority to enter into and perform its obligations under this Agreement and the Ancillary Agreements to which it is a party and, subject to adoption of this Agreement and approval of the Merger by the Company Stockholder Approval, to consummate the Transactions. (b) The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which it is a party and the consummation by the Company of the Transactions have been duly authorized by all requisite corporate action on the part of the Group Companies Company and no other corporate proceedings on the part of the Company 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, subject only in the case of consummation of the Merger to the receipt of the Company Stockholder Approval. The Company Stockholder 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 Ancillary Agreements, and approve the Merger and consummate the Merger and the other Transactions. This Agreement has been duly and validly executed and delivered by the Company and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the assuming due authorization, execution and delivery ofby each other party hereto, and the performance of the obligations of the Group Companies under this Agreementconstitutes, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is constitute, a valid and binding obligation of each such Group the Company enforceable against the Company in accordance with its terms, subject, except as to the enforcement of remedies, to enforceability hereof may be limited by any applicable bankruptcy, insolvency, moratoriumreorganization, reorganization and moratorium or other similar Laws affecting creditors’ the enforcement of creditor’s rights generally and to general as limited by the availability of specific performance and other equitable principles. remedies or applicable equitable principles (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, whether considered in a proceeding at Law or in equity). When each case, Ancillary Agreement to which it the Company is or will be a party, (ii) each of the Transaction Documents party has been duly authorized, executed and delivered by itthe Company (assuming due authorization, execution and (iii) delivery by each other party thereto), such Ancillary Agreement will constitute a valid and binding obligation of the Transaction Documents to which Company enforceable against it is a partyin accordance with its terms, when executed and delivered except as the enforceability thereof may be limited by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to any applicable bankruptcy, insolvency, moratoriumreorganization, reorganization and moratorium or other similar Laws affecting creditors’ the enforcement of creditor’s rights generally and as 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). (c) The Company Board, by written resolutions adopted by unanimous vote and not subsequently rescinded or modified, has, as of the date hereof (i) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company and the Company Stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the Transactions, including the Merger, in accordance with the DGCL, and the Company’s Organizational Documents, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to general equitable principlesthe Company Stockholders for adoption and the Transactions, including the Merger, be submitted to the Company Stockholders for approval (in each case, including by the Company Stockholder Approval), and (iv) resolved to recommend that the Company Stockholders adopt the “agreement of merger” set forth in this Agreement and approve the Transactions, including the Merger (collectively, the “Company Board Recommendation”).

Due Authorization. (a) All Other than the Company Stockholder Approvals, the Company has all requisite company or corporate actions on the part of the Group Companies andpower, as applicable, their respective officers, directors and shareholders necessary for authority to (i) execute and deliver this Agreement and the authorization other documents to which it is a party contemplated hereby, (ii) subject to the approvals described in Section 4.5, consummate the transactions contemplated hereby and thereby and (iii) perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the Restated Articlestransactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company. This Agreement has been, and on or prior to the Closing, the certificate of incorporation 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 other equivalent corporate charter documents of any of prior to the Group Companies (collectively with the Restated ArticlesClosing, the “Constitutional Documents”)other documents to which the Company is a party contemplated hereby will constitute, and the assuming due authorization, execution and delivery ofby the other parties thereto, and the performance of the obligations of the Group Companies under this Agreementa legal, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) such party has all requisite power, authority determining that this Agreement and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, other documents to which it the Company is a partyparty contemplated hereby and the transactions contemplated hereby and thereby are advisable and in the best interests of the Company and its stockholders, (ii) each authorizing and approving the execution, delivery and performance by the Company of this Agreement and the Transaction Documents has been duly authorized, executed other documents to which the Company is a party contemplated hereby and delivered by it, the transactions contemplated hereby and thereby and (iii) each recommending the adoption and approval of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby by the Company’s stockholders. No other corporate action is required on the part of the Transaction Documents Company or any of its stockholders to enter into this Agreement or the documents to which it the Company is a partyparty contemplated hereby or to approve the Merger other than the Company Stockholder Approvals. The Company Stockholder Approvals 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 executed and delivered by itdelivered, the Company Stockholder Written Consent will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe irrevocable Company Stockholder Approvals.

Due Authorization. (a) All Each of Embraer, EAH, the Company and the Brazilian Subsidiary has all requisite corporate, company or limited liability company power and authority, as applicable, to execute and deliver this Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 3.5) to consummate the Transactions and to perform all of its obligations hereunder and thereunder (including the Pre-Closing Restructuring). The execution and delivery of this Agreement and the Ancillary Agreements to which Embraer, EAH, the Company or the Brazilian Subsidiary is a party and the consummation or performance of the Transactions have been duly and validly authorized and approved by each of the Boards of Directors or Board of Managers, as applicable, of Embraer, EAH, the Company and the Brazilian Subsidiary, as applicable, and no other company, corporate actions or limited liability company proceeding on the part of Embraer, EAH, the Group Companies andCompany or the Brazilian Subsidiary is necessary to authorize this Agreement, the Ancillary Agreements to which Embraer, EAH, the Company or the Brazilian Subsidiary is a party, or the Transactions. This Agreement has been, and on or prior to the Closing, the Ancillary Agreements to which Embraer, EAH, the Company or the Brazilian Subsidiary is a party will be, duly and validly executed and delivered by Embraer, EAH, the Company or the Brazilian Subsidiary, as applicable (assuming that this Agreement and such Ancillary Agreements are or will be upon execution thereof, as applicable, their respective officersduly authorized, directors executed and shareholders necessary for (i) delivered by the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”parties thereto), and the authorization, execution and delivery ofthis Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken at or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents Ancillary Agreements to which such Group Embraer, EAH, the Company or the Brazilian Subsidiary is a party or is subject is will constitute, a legal, valid and binding obligation of each such Group Embraer, EAH, the Company or the Brazilian Subsidiary, as applicable, enforceable against Embraer, EAH, the Company or the Brazilian Subsidiary, as applicable, in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the Boards of Directors or Board of Managers, as applicable, of each of Embraer, EAH, the Company and the Brazilian Subsidiary have duly adopted resolutions (i) such determining that this Agreement and the Ancillary Agreements to which Embraer, EAH, the Company and the Brazilian Subsidiary, as applicable, is a party has all requisite powerand the Transactions are advisable and fair to, authority and capacity in the best interests of, Embraer, EAH, the Company or the Brazilian Subsidiary, as applicable, and their respective equityholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by Embraer, EAH, the Company and the Brazilian Subsidiary, as applicable, of this Agreement and the Ancillary Agreements to which Embraer, EAH, the Company or the Brazilian Subsidiary, as applicable, is a party and the Transactions. No other corporate or company action is required on the part of each of Embraer, EAH, the Company or the Brazilian Subsidiary or any of their respective equityholders to enter into this Agreement or the Transaction Documents, and Ancillary Agreements or to perform its obligations under approve the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesTransactions.

Due Authorization. (a) All Each of the Company and Merger Sub has the requisite corporate actions power and authority to execute and deliver this Agreement, the Plan of Merger and each other Transaction Agreement to which it is or will be (when executed and delivered by the Company or Merger Sub, as applicable) a party and (subject to the consents, approvals, authorizations and other requirements described in Section 4.04 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. The execution, delivery and performance of this Agreement, the Plan of Merger and such other Transaction Agreements (as applicable) and the consummation of the Transactions have been duly and validly authorized by the Company Board, the board of directors of Merger Sub and the sole shareholder of Merger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05, no other corporate proceeding on the part of the Group Companies andCompany or Merger Sub is necessary to authorize this Agreement, the Plan of Merger or any other Transaction Agreements or the Company’s or Merger Sub’s performance hereunder or thereunder (except that the Company Shareholder Approval is a condition to the consummation of the Merger). This Agreement has been, and each of the Plan of Merger and such other Transaction Agreement has been or will be (when executed and delivered by the Company or Merger Sub, as applicable) duly and validly executed and delivered by the Company or Merger Sub, as applicable, their respective officersand, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and the performance each of the obligations Plan of the Group Companies under this Agreement, the Shareholders Agreement, Merger and the various agreements attached to this such other Transaction Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken constitutes or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is constitute, a party or is subject is a legal, valid and binding obligation of each such Group the Company or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) As to other Seller Parties other than At a meeting duly called and held, the Group Companies, Company Board has unanimously: (i) such party has all requisite powerdetermined that it is in the best interests of the Company and the Company Shareholders, authority and capacity declared it advisable, for the Company to enter into this Agreement and the other Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, Agreements to which it is or will be a party, (ii) each approved, among other things, the adoption and approval of this Agreement, the other Transaction Documents has been duly authorizedAgreements to which the Company is or will be a party and the Transactions, executed and delivered by itincluding the Merger, and (iii) resolved to recommend to Company Shareholders for approval each of the Company Transaction Documents Proposals. (c) Pursuant to an action by unanimous written consent, the board of directors of Merger Sub has unanimously: (i) determined that it is in the best interests of Merger Sub and its sole shareholder, and declared it advisable, for Merger Sub to enter into this Agreement, the Plan of Merger and the other Transaction Agreements to which it is or will be a party, when executed (ii) approved, among other things, the adoption and delivered by itapproval of this Agreement, the Plan of Merger, the other Transaction Agreements to which Merger Sub is or will constitute valid be a party and legally binding obligations the Transactions, including the Merger, and (iii) resolved to recommend to the sole shareholder of itMerger Sub to approve this Agreement, subjectthe Plan of Merger, as the other Transaction Agreements to enforcement of remedieswhich Merger Sub is or will be a party and the Transactions, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesincluding the Merger.

Due Authorization. (a) All The Company has all requisite company or corporate actions power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) 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 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 of directors of the Company, and no other company or corporate proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), other Transaction Documents to which the “Transaction Documents”)Company is a party contemplated hereby. This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the other Transaction Documents and the Constitutional Documents to which such Group 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 is subject prior to the Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, the board of directors of the Company has duly adopted resolutions (i) such party has all requisite power, authority determining that this Agreement and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the other Transaction Documents to which it the Company is a partyparty contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, when executed and delivered by itin the best interests of, will constitute valid the Company and legally binding obligations of it, subjectits stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to enforcement which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of remediesthe Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesother than the Company Shareholder Approval.

Due Authorization. The Company has all requisite corporate power and authority to: (a) All execute, deliver and perform this Agreement and the 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 the consummation by the Company of the Transactions (including the Merger) have 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 by all requisite action, including approval by the board of directors of the Company 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, Class A Common Stock and Class B Common Stock, respectively, including the (y) approval of the holders of Company Preferred Stock voting as a separate class and (z) approval of holders of the Company Preferred Stock and the Company Common Stock voting as a single class (on an as converted basis) (collectively, the “Company Stockholder Approval”), and no other corporate actions proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification . This Agreement and the Management Rights Letter (as defined below), the “other Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents Agreements to which such Group Company it is a party or is subject is have been duly and validly executed and delivered by the Company and (assuming this Agreement constitutes a legal, valid and binding obligation of each such Group of Parent and Merger Sub) constitute or will constitute the legal, valid and binding obligation of the Company, enforceable against the Company enforceable in accordance with its their terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcygeneral principles of equity (collectively, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe “Remedies Exception”).

Due Authorization. The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to consummate the transactions contemplated hereby and thereby, except for such further action of the Company Board required, if applicable, to determine the structure of the Distribution, establish the Record Date and the Distribution Date, and declare the Distribution (a) All the effectiveness of which will be subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this Agreement and the 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 have been duly authorized by all necessary and proper corporate actions action on its part, and no other corporate action on the part of the Group Companies andCompany 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, as subject to such further action of the Company Board required, if applicable, their respective officersto establish the Record Date and the Distribution Date, directors and shareholders necessary for declare the Distribution (i) the authorization effectiveness of which will be subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the Restated Articles, conditions set forth in the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”Separation and Distribution Agreement), consummate the transactions contemplated hereby and the authorization, execution and delivery of, and the performance thereby. Each of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), Transaction Documents to which the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken Company is or will be taken prior to the Closing. Each a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents and the Constitutional Documents to which such Group Company each of Parent and Merger Sub is or will be a party or is subject is as of the Effective Time constitutes a legal, valid and binding obligation of each such Group Company of Parent and Merger Sub (as applicable)), constitutes or will when executed and delivered constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcygeneral principles of equity (collectively, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe “Remedies Exception”).

Due Authorization. (a) All Each of the Companies has all requisite corporate actions power and authority to execute and deliver this Agreement and (subject to the approvals discussed below) to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the Board of Directors of each of the Companies, and no other corporate proceeding on the part of the Group Companies and, as applicable, their respective officers, directors such party is necessary to authorize this Agreement. This Agreement has been duly and shareholders necessary for (i) the authorization validly executed and delivered by each of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”)Companies, and the authorizationconstitutes a legal, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group Company party, enforceable against such party in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As The Board of Directors of each Company, at a meeting duly called and held prior to other Seller Parties other than the Group Companiesexecution of this Agreement, duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the transactions contemplated hereby (such party has all requisite powerapprovals having been made in accordance with the DGCL, authority including for purposes of Section 203 thereof), (ii) determining that the Landmark Merger or the Standard Merger, as the case may be, is advisable, fair to and capacity to enter into in the Transaction Documentsbest interests of such Company and the stockholders of such Company, (iii) recommending that the stockholders of such Company approve the Landmark Merger or the Standard Merger, as the case may be, and (iv) adopting this Agreement, which resolutions have not been modified, supplemented or rescinded and remain in full force and effect. (c) The affirmative vote of the holders of a majority of the shares of each Company outstanding on the record date of such vote is the only vote of the holders of any class or series of the capital stock of such Company necessary (under applicable law or otherwise) to perform its obligations under approve this Agreement and the Transaction DocumentsMergers (the “Required Stockholder Vote”). Concurrently with the execution and delivery of this Agreement (and deemed to occur immediately following such execution and delivery), the holders of Landmark Common Stock who hold, in the aggregate, a number of shares of Landmark Common Stock entitled to cast votes in excess of the Required Stockholder Vote applicable to Landmark, including Carlyle Landmark as the holder of 490,579 shares of Class A Common Stock of Landmark (which constitutes all of the issued and outstanding shares of such Class A Common Stock), executed and delivered to Landmark a written consent of the stockholders of Landmark in lieu of a meeting thereof in accordance with Section 228 of the DGCL approving and adopting this Agreement and the transactions contemplated hereby relating to the Landmark Merger in accordance with the DGCL, including Section 251 thereof (the “Landmark Stockholder Written Consent”), and such Landmark Stockholder Written Consent has not been modified, supplemented or rescinded and remains in full force and effect. Concurrently with the execution and delivery of this Agreement (and deemed to occur immediately following such execution and delivery), the holders of Standard Common Stock who hold, in the aggregate, a number of shares of Standard Common Stock entitled to cast votes in excess of the Required Stockholder Vote applicable to Standard Aero, including Carlyle Standard as the holder of 2,024,452 shares of Standard Common Stock, executed and delivered to Standard Aero a written consent of the stockholders of Standard Aero in lieu of a meeting thereof in accordance with Section 228 of the DGCL approving and adopting this Agreement and the transactions contemplated hereby relating to the Standard Merger in accordance with the DGCL, including Section 251 thereof (the “Standard Stockholder Written Consent”), and such Standard Stockholder Written Consent has not been modified, supplemented or rescinded and remains in full force and effect. The holders of Landmark Common Stock party to the Landmark Stockholder Written Consent, and the holders of Standard Common Stock party to the Standard Stockholder Written Consent, in each case, collectively own a number of shares sufficient to which it is a party, (ii) each of satisfy the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents Required Stockholder Vote applicable to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subjectLandmark or Standard Aero, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe case may be.

Due Authorization. (a) All Subject to the Company Stockholder Approvals, the Company has all requisite corporate actions power and authority to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, and (ii) 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 (including the Merger and the Company Preferred Conversion). The execution and delivery of this Agreement and the 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 corporate proceeding on the part of the Group Companies andCompany is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby (other than the Company Stockholder Approvals). This Agreement has been, as applicableand on or prior to the Closing, their respective officersthe other documents to which the Company is a party contemplated hereby will be, directors duly and shareholders necessary for (i) validly executed and delivered by the authorization Company, and this Agreement constitutes, and on or prior to the Closing, each of the Restated Articlesother documents to which the Company is a party contemplated hereby will constitute, in each case assuming the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the due authorization, execution and delivery ofby the other parties hereto and thereto, and the performance of the obligations of the Group Companies under this Agreementa legal, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Seller Parties documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Merger and the Company Preferred Conversion) 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 other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Merger and the Company Preferred Conversion). No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Merger or the Company Preferred Conversion other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Stockholder Approvals.

Due Authorization. (a) All corporate actions Other than the Company Interest Holder Approval, the Company has all requisite company power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in ‎Section 5.5) 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 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, and no other company or proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below)other documents to which the Company is a party contemplated hereby. This Agreement has been and, the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party or is subject is contemplated hereby will be, duly and validly executed and delivered by the Company and, assuming this Agreement constitutes a legal, valid and binding obligation of each such Group 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 the Company, enforceable against the Company in accordance with its their terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the board of managers of the Company has duly adopted a written consent or resolutions (i) determining that this Agreement and the other Seller Parties documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and the Company Interest Holders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other action or proceeding is required on the part of the Company or any of the Company Interest Holders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Merger other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesCompany Interest Holder Approval.

Due Authorization. Each Shareholder and Seller represents and warrants that (a) All corporate actions on the part of the Group Companies and, as applicable, their respective officers, directors i)they have full power and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), authority to enter into and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under perform this Agreement and each other agreement, instrument, and document required to be executed by them in connection herewith; (ii)the execution, delivery, and performance of the Ordinary Shares issuable upon conversion of the Purchased Shares this Agreement and such other agreements, instruments, and documents have been taken or will be taken prior to duly authorized by all necessary action of Seller; (iii)this Agreement has been duly and validly executed and delivered by the Closing. Each of the Transaction Documents Seller and the Constitutional Documents to which such Group Company is a party or is subject is Shareholders, and constitutes a valid and binding obligation of each such Group Company Seller and the Shareholders enforceable against them in accordance with its terms, subject, as subject to the enforcement of remedies, to applicable bankruptcy, insolvency, moratoriumconservatorship, reorganization receivership and other similar Laws laws of general application affecting the rights and remedies of creditors’ rights generally ; (iv)the execution, delivery, and performance of this Agreement, and each other agreement, instrument and document required herein to general equitable principles. be executed by Seller and/or the Shareholders does not (ba) As cause any of them to other Seller Parties other than the Group Companiesviolate any federal, state, county, or local law, rule, or regulation applicable to them, (i) such party has all requisite powerb)cause Seller or any Shareholder to violate, authority and capacity to enter into or conflict with or permit the Transaction Documentscancellation of, and to perform its obligations under the Transaction Documents, in each case, any agreement to which it Seller or Shareholder is a party, or by which they or any of their respective properties are bound, or result in the creation of any lien, security interest, charge, or encumbrance upon any of such properties, (iic) each permit the acceleration of the Transaction Documents has been duly authorizedmaturity of any indebtedness of, executed and delivered or indebtedness secured by itthe property of, any Shareholder or Seller, or (d) cause Seller or any Shareholder to violate, or conflict with any provision of, the documents creating or governing the Shareholder; and (iiiv) no action, consent, waiver or approval of, or filing with, any governmental authority is required by any Shareholder or Seller in connection with the execution, delivery, or performance of this Agreement (or any agreement or other document executed in connection herewith by such Shareholder or Seller). Notwithstanding anything in this Agreement to the contrary, each Shareholder is making the representations in this Section 3.3 as to themselves only (and as to Seller where applicable) and is not making any representation or warranty with respect to any of the Transaction Documents matters addressed in this Section 3.3 relating to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesany other Shareholder.

Due Authorization. (a) All Other than the Member Approvals in the case of Company Holdco, each of the Company Parties has all requisite company or corporate actions 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 each of the Boards of Directors of Company Holdco and the Company and Company Holdco as the sole stockholder of the Company, and no other company or corporate proceeding on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders Company Parties is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter applicable Ancillary Agreements (as defined belowother than the Member Approvals), the “Transaction Documents”). This Agreement has been, and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each , the applicable Ancillary Agreements will be, duly and validly executed and delivered by each of the Transaction Documents Company Parties and this Agreement constitutes, and on or prior to the Constitutional Documents to which such Group Company is Closing, each applicable Ancillary Agreement will constitute, a party or is subject is a legal, valid and binding obligation of each such Group Company Party, enforceable against each Company Party in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to other Seller Parties other than the Group Companiesdate of this Agreement, each of the Boards of Directors of Company Holdco and the Company has duly adopted resolutions (i) such party has all requisite powerdetermining that this Agreement and the applicable Ancillary Agreements, authority and capacity the transactions contemplated hereby and thereby, including the Merger and the Pre-Closing Restructuring, are advisable and in the best interests of, Company Holdco and its members and the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by Company Holdco and the Company of this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger and the Pre-Closing Restructuring. No other company or corporate action is required on the part of Company Holdco or any of its members or the Company or any of its stockholders to enter into this Agreement or the Transaction Documentsapplicable Ancillary Agreements, or to approve the Merger and to perform its obligations under the Transaction DocumentsPre-Closing Restructuring other than, in each casethe case of Company Holdco, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesMember Approvals.

Due Authorization. Each of the Company, PubCo and Merger Sub has all requisite corporate power and authority to: (a) All execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party; and (b) carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated by the Transaction Agreements to which it is a party (including, if and as applicable, the Merger and the Share Exchange), in each case, subject to the consents, approvals, authorizations and other requirements described in Section 4.5. The execution and delivery by each of the Company, PubCo and Merger Sub of this Agreement and the other Transaction Agreements to which it is a party and the consummation by it of the Transactions have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized by all requisite actions, including approval by the respective board of directors (or sole director, as applicable) of the Company, PubCo and Merger Sub and the Merger Sub Stockholder Approval, as required by Applicable Law, no other corporate actions proceeding on the part of the Group Companies andCompany, as applicable, their respective officers, directors and shareholders PubCo or Merger Sub is necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery of, and the performance of the obligations of the Group Companies under to authorize this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification . This Agreement and the Management Rights Letter other Transaction Agreements to which it is a party have been (as defined below)or, for the “Transaction Documents”)Agreements to be executed at Closing, will be) duly and validly executed and delivered by the each of the Company, PubCo and Merger Sub and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under assuming this Agreement and such other Transaction Agreements constitute (or, for the Transaction Agreements to be executed at Closing, will constitute) a legal, valid and binding obligation of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of other Parties hereto and thereto) constitute (or, for the Transaction Documents and Agreements to be executed at Closing, will constitute) the Constitutional Documents to which such Group Company is a party or is subject is a legal, valid and binding obligation of each such Group Company of the Company, PubCo and Merger Sub (as applicable) enforceable against the Company, PubCo and Merger Sub (as applicable) in accordance with its their respective terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcygeneral principles of equity (whether considered in a proceeding at law or in equity) (collectively, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesthe “Remedies Exception”).

Due Authorization. Each of the Company and NewCo has the requisite corporate power and authority to execute and deliver this Agreement and each other Transaction Agreement to which it is or will be a party and (asubject to the approvals described in Section 4.05) All to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the board of directors of the Company and NewCo, and no other corporate actions proceeding on the part of the Group Companies Company or NewCo is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s or NewCo’s performance hereunder or thereunder other than the Company Stockholder Approval. This Agreement has been, and each such other Transaction Agreement (when executed and delivered by the Company and NewCo) will be, duly and validly executed and delivered by the Company and NewCo and, as applicable, their respective officers, directors assuming due and shareholders necessary for (i) the authorization of the Restated Articles, the certificate of incorporation or other equivalent corporate charter documents of any of the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the valid authorization, execution and delivery ofby each other party hereto and thereto, this Agreement constitutes, and the performance of the obligations of the Group Companies under this Agreementeach such other Transaction Agreement will constitute, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the Company and NewCo, enforceable against the Company and NewCo in accordance with its terms, subject, as subject to (x) obtaining the enforcement of remedies, to Company Stockholder Approval and (y) applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remediesenforceability, to applicable bankruptcygeneral principles of equity, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principleswhether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

Due Authorization. (a) All The Company has all requisite corporate actions power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in ‎‎Section 5.05) to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and each Ancillary Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized and approved by the Company Board and, except for the Required Company Shareholder Vote, no other corporate action on the part of the Group Companies and, as applicable, their respective officers, directors and shareholders necessary for (i) the authorization Company or any of its Subsidiaries or any holders of any securities of the Restated Articles, the certificate of incorporation Company or other equivalent corporate charter documents of any of its Subsidiaries is necessary to authorize the Group Companies (collectively with the Restated Articles, the “Constitutional Documents”), and the authorization, execution and delivery ofby 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 performance consummation of the obligations of transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Group Companies under this AgreementCompany and, the Shareholders Agreement, and the various agreements attached to assuming this Agreement (collectivelyconstitutes a legal, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. Each of the Transaction Documents and the Constitutional Documents to which such Group Company is a party or is subject is a valid and binding obligation of each such Group the other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principles. (b) As to other Seller Parties other than the Group Companies, (i) such party has all requisite power, authority and capacity to enter into the Transaction Documents, and to perform its obligations under the Transaction Documents, in each case, principles of equity. Each Ancillary Agreement to which it is a party, (ii) each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of the Transaction Documents to which it Company is a party, when executed and delivered by itthe Company, will be 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 legally binding obligations obligation of itthe Company, subjectenforceable against the Company in accordance with its terms, as to enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the Merger and the transactions contemplated by this Agreement, (ii) determined that this Agreement, the Merger and the transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Holders, (iii) directed that the adoption of this Agreement be submitted for approval by the Holders and (iv) resolved to recommend that the Holders approve this Agreement, the Merger and the transactions contemplated by this Agreement.

Due Authorization. (a) All Other than the Company Stockholder Approval, the Company has all requisite corporate actions power, as applicable, and authority to execute and deliver this Agreement and the 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 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 proceeding other than the Company Stockholder Approvals on the part of the Group Companies Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. This Agreement has been and, as applicable, their respective officers, directors and shareholders necessary for (i) on or prior to the authorization of the Restated ArticlesClosing, the certificate of incorporation or other equivalent corporate charter documents of any of to which the Group Companies (collectively with Company is a party contemplated hereby will be, duly and validly executed and delivered by the Restated ArticlesCompany and this Agreement constitutes, assuming the “Constitutional Documents”), and the due authorization, execution and delivery ofby the other parties hereto, and the performance of the obligations of the Group Companies under this Agreement, the Shareholders Agreement, and the various agreements attached to this Agreement (collectively, “Ancillary Agreements”, together with this Agreement, the Shareholders Agreement, the Restated Articles, the Restricted Share Agreement, the Indemnification Agreement and the Management Rights Letter (as defined below), the “Transaction Documents”), and (ii) the authorization, issuance, reservation for issuance and delivery of all of the Purchased Shares under this Agreement and of the Ordinary Shares issuable upon conversion of the Purchased Shares have been taken on or will be taken prior to the Closing. Each of , the Transaction Documents and the Constitutional Documents other documents to which such Group the Company is a party or is subject is contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each such Group the Company, enforceable against the Company enforceable in accordance with its terms, subject, as to the enforcement of remedies, subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general equitable principlesprinciples of equity. (b) As On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted a written consent or resolutions (i) determining that this Agreement and the other Seller Parties documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and the Company Stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other action or proceeding is required on the part of the Company or any of the Company Stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Merger and the transactions contemplated hereby other than the Group Companies, (i) such party has all requisite power, authority Company Stockholder Approval. The Supporting Stockholders hold a sufficient number of shares of Company Common Stock and capacity Company Preferred Stock to enter into obtain the Transaction Documents, and to perform its obligations under Company Stockholder Approval. The Company Stockholder Approval is the Transaction Documents, in each case, to which it is a party, (ii) each only vote of holders of securities of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) each of Company necessary to approve the Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization and similar Laws affecting creditors’ rights generally and to general equitable principlesMerger.