Common use of Authorization; Binding Agreement Clause in Contracts

Authorization; Binding Agreement. Each of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicable, enforceable against such party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and therebyTransactions, (a) have been duly and validly authorized by the Company’s Board board of Directors directors (or other similar governing body) in accordance with the Company’s its Organizational Documents, the DGCL, any other applicable Law or any Contract to which Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly other than the adoption and validly authorized approval of this Agreement and the Transactions, including the Merger, by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and the affirmative vote (cor written consent) no authorization of the Company’s stockholders or any holders of a majority of the outstanding shares of Company Common Stock (the “Company Stockholder Approval”), no other corporate proceedings on the part of the Company or Merger Sub are is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted, has (i) determined that this Agreement, the Ancillary Documents and the Transactions are advisable, and in the best interests of, the Company and the Company Stockholders and (ii) approved this Agreement and the Ancillary Documents and the Transactions in accordance with the DGCL, the Company’s Organizational Documents and any other applicable Law. No vote of any holders of any class or series of capital stock of the Company is necessary to approve this Agreement or the Transactions, other than the Company Stockholder Approval.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors in accordance with the Company’s Organizational Documents, directors and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Common Stock representing approximately twenty and three-quarters percent (20.75%) of the outstanding voting securities of the Company as of the date of this Agreement, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Company Stockholder Written Consent. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and the Company Stockholder in accordance with the Company’s Organizational Documents, the NRS, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Company Stockholder Written Consent, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and the Company Stockholder, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the NRS, (iii) directed that this Agreement be submitted to the Company Stockholder for adoption and (iv) resolved to recommend that the Company Stockholder adopt this Agreement.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by the Company’s Board board of Directors directors and/or shareholders of the Company in accordance with the Company’s Organizational Documents, the UK Act and any other applicable Law, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than any Company Shareholder approval required to consummate the Transactions, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebythereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Act). This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement, the Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by unanimous written consent (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders in accordance with the DGCL, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the Company’s Organizational Documents, (iii) directed that this Agreement and the other matters required for the Required Company Stockholder Approval be submitted to the Company’s stockholders for adoption and approval and (iv) resolved to recommend that the Company’s stockholders adopt and approve this Agreement and the other matters required for the Required Company Stockholder Approval (the “Company Recommendation”). The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board management of Directors the Company in accordance with the Company’s Company Organizational Documents, the Laws of Germany and any other applicable Law, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Subject to obtaining the Required Company Shareholder Approval, this Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicableCompany, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such partythe Company, as applicablein each case, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (ai) have been duly and validly authorized by the Company’s Board board of Directors directors, including the Majority Preference Share Director (as such term is defined in accordance with the Company’s Organizational DocumentsCompany Charter), (b) have been duly and validly authorized in all cases only to the extent required by Merger Sub’s Board the Company Charter, Cayman Law, any other applicable Law or any Contract to which the Company or any of Directors and stockholders in accordance with Merger Sub’s Organizational Documents its shareholders is a party or by which or its securities are bound and (cii) other than the Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Voting Agreements delivered by the Company include holders representing at least sixty-seven percent (67%) of the As-Converted Company Shares entitled to vote on the matters relating to this Agreement, and such Voting Agreements are in full force and effect. The Company Written Consents include consents from the Majority Series C Holders, the Key Series D Holders, and the Required Key Investors, and are in full force and effect and have not been revoked.

Authorization; Binding Agreement. Each of the Company and Merger Sub BGHL has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform BGHL’s obligations and to consummate the transactions contemplated hereby and therebyContemplated Transactions, subject to obtaining the Blue Shareholders’ Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company BGHL is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, (a) have been duly and validly authorized by the CompanyBGHL’s Board board of Directors directors in accordance with the CompanyBGHL’s Organizational Documents, applicable Law or any Contract to which BGHL or any of Blue Shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Blue Shareholders’ Approval no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub BGHL are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement has been, and each Ancillary Document to which the Company BGHL is or Merger Sub is required to be a party shall be party, when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, BGHL and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall will constitute, the legal, valid and binding obligation of such party, as applicableBGHL, enforceable against such party BGHL in accordance with its terms, subject except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. Each Subject to the filing of the Company Amended Pubco Charter, each of Pubco, First Merger Sub and Second Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company or each of Pubco, First Merger Sub and Second Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by all necessary corporate actions and no other corporate proceedings, other than as expressly set forth elsewhere in the Company’s Board of Directors in accordance with Agreement (including the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization filing of the Company’s stockholders or any other corporate proceedings Amended Pubco Charter), on the part of the Company Pubco, First Merger Sub or Second Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it each of Pubco, First Merger Sub and Second Merger Sub is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company Pubco, First Merger Sub or Second Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Subsuch Party and, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParty, enforceable against such party Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the M▇▇▇▇▇ and the other transactions contemplated hereby and thereby. The Subject to the receipt of the Required Company Stockholder Approval, the execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and, where applicable, its stockholders, in accordance with the Company’s Organizational Documents, any applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with its Organizational Documents, has (i) determined that this Agreement, and thereby the Ancillary Documents, and the Merger and the other transactions contemplated hereby and thereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved and adopted this Agreement, the Ancillary Documents, and approved the Merger and the other transactions contemplated hereby and thereby in accordance with applicable law, (iii) directed that this Agreement be submitted to the Company’s stockholders for consideration, approval and adoption, (iv) recommended that the Company’s stockholders approve and adopt this Agreement, the Ancillary Documents, and the Merger and other transactions contemplated hereby and thereby. Except for the Required Company Stockholder Approval, no additional approval or vote of any holders of capital stock or other equity interests of the Company would then be necessary to approve and adopt this Agreement and the Ancillary Documents and approve the Merger and the other transactions contemplated hereby and thereby.

Authorization; Binding Agreement. Each of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub Purchaser is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by the Company’s Board board of Directors in accordance with the Company’s Organizational Documentsdirectors of Purchaser, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings proceedings, other than as set forth elsewhere in the Agreement, on the part of the Company or Merger Sub are Purchaser is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub Purchaser is a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger SubPurchaser, as applicablethe case may be, and and, assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and thereto, constitutes, or when delivered by Purchaser shall constitute, the legal, valid and binding obligation of such partyPurchaser, enforceable against Purchaser in accordance with its terms. Each of Seller and the Company has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party and perform its obligations hereunder and thereunder, as applicable, and to consummate the transactions contemplated hereby and thereby. Each of Seller and the Company have taken all corporate and shareholder action necessary to duly and validly authorize the execution and delivery of this Agreement and each Ancillary Document to which Seller or the Company is a party and to authorize the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by Seller and the Company and is a valid and binding agreement of Seller and the Company, enforceable against such party each of Seller and the Company in accordance with its terms, in each case except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”).

Authorization; Binding Agreement. Each of the Company and Merger Sub (a) ParagonEx has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform ParagonEx’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company ParagonEx is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and shareholders of ParagonEx in accordance with the CompanyParagonEx’s Organizational Documents, the BVI Act, any other applicable Law and any Contract to which ParagonEx or any of its shareholders are party or bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub ParagonEx are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company ParagonEx is or Merger Sub is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, ParagonEx and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParagonEx, enforceable against such party ParagonEx in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the CCC, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the CCC, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company Shareholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Shares representing at least the Required Company Shareholder Approval, and such Voting Agreements constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations and to consummate the transactions contemplated hereby and therebyContemplated Transactions, subject to obtaining the Required Company Member Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, (a) have been duly and validly authorized by the Company’s Board of Directors manager in accordance with the Company’s Organizational Documents, the DLLCA, any other applicable Law or any Contract to which the Company or any of its members is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Member Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and theretoparties, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s manager, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other Contemplated Transactions are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its members, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company Members for adoption and (iv) resolved to recommend that the Company Members adopt this Agreement.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the NRS, any other applicable Law or any Contract to which the Company is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the NRS, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Common Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect. 2 Note to Draft: AFS to provide updated schedules.

Authorization; Binding Agreement. Each of Except as set forth in Schedule 6.2, the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the receipt by Purchaser, Pubco and the Company of Joinders from the requisite shareholders of the Company. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors and, upon the receipt by Purchaser, Pubco and the Company of Joinders from the requisite shareholders of the Company’s Board , the shareholders of Directors the Company in accordance with the Company’s Organizational Documents, UAE Law, any other applicable Law and any Contract to which the Company or any of its shareholders are party or bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority under its Organizational Document to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and therebythereby (other than the authorization, filing and recordation of the First Merger Documents, the Surviving Company Charter and the Amended Pubco Charter, as required by the BVI Act for completing the First Merger), (a) have been duly and validly authorized by the Company’s Board board of Directors directors and/or shareholders of the Company (if applicable) in accordance with the Company’s Organizational Documents, (b) the BVI Act, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound, and in respect of the authorization of the First Merger Documents, the Surviving Company Charter and the Amended Pubco Charter, as required by the BVI Act, for completing the First Merger, such have been duly and validly authorized by Merger Sub’s Board the board of Directors and stockholders in accordance with Merger Sub’s directors and/or shareholders of the Company (if applicable) under the Company's Organizational Documents prior to its execution and/or adoption (as appropriate)), subject to obtaining the Required Company Shareholder Approval, and (cb) other than the Required Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings actions on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebythereby (other than the authorization, filing and recordation of the First Merger Documents, the Surviving Company Charter and the Amended Pubco Charter, as required by the BVI Act for completing the First Merger). This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicable, the Company enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, either (A) by resolutions adopted at a duly called and held meeting or (B) by way of written resolution, has unanimously (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best commercial interests of, the Company and its shareholders, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement (other than the authorization, filing and recordation of the First Merger Documents, the Surviving Company Charter and the Amended Pubco Charter, as required by the BVI Act for completing the First Merger), upon the terms and subject to the conditions set forth herein and in accordance with the BVI Act, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement.

Authorization; Binding Agreement. Each of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each Ancillary Document to which (a) the Company or is a party and the consummation of the Transactions, have been duly and validly authorized by the board of directors of the Company in accordance with the Company’s Organizational Documents and the Israeli Companies Law, and (b) Merger Sub is a party and the consummation of the transactions contemplated hereby and therebyTransactions, (a) have been duly and validly authorized by the Company’s Board board of Directors in accordance with directors of Merger Sub and by the Company’s Organizational Documents, (b) have been duly and validly authorized by Company as sole shareholder of Merger Sub’s Board of Directors and stockholders Sub in accordance with Merger Sub’s Organizational Documents Documents, the Delaware Law, and (c) no authorization of any other applicable Law and any Contract to which Merger Sub or the Company’s stockholders Company is a party or any bound. No other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby Transactions other than the approval of this Agreement and therebythe Transaction by the Company’s shareholders as required by the Existing Articles and the Israeli Companies Law (the “Required Company Shareholder Approval”). Except as set forth in Schedule 4.2, Other than the Required Company Shareholder Approval, there is no shareholder of the Company or any Target Company whose Consent (other than as set forth in the Existing Articles) is required for the execution of this Agreement by the Company and the performance by the Company of its obligations under this Agreement and the Ancillary Documents to which it is a party. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParty, enforceable against such party Party in accordance with its terms, subject to the Required Company Shareholder Approval and the Enforceability Exceptions. The Voting Agreements delivered by the Company include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, and such Voting Agreements are in full force and effect subject to the Enforceability Exception.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Unitholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors managers in accordance with the Company’s Organizational Documents, Documents and the DLLCA and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Unitholder Approval, no authorization of the Company’s stockholders or any other corporate limited liability company proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement, the Mergers and the other transactions contemplated by this Agreement in accordance with the DLLCA and its Organizational Documents, (iii) directed that this Agreement be submitted to the Company Unitholders for adoption and (iv) resolved to recommend that the Company Unitholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Units representing at least the Required Company Unitholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of (a) The Company has the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document other document or instrument executed or to which be executed by it is a partyin connection herewith, 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 each Ancillary Document other document or instrument executed or to which be executed by it in connection herewith, the Company or Merger Sub is a party performance of its obligations hereunder and thereunder, and the consummation of the transactions contemplated hereby and or thereby, (a) have been duly and validly authorized by all necessary corporate action, and, except for the Company’s Board of Directors in accordance with the Company’s Organizational DocumentsWritten Consent, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders additional authorizations or any other corporate proceedings on the part approvals of the Company or Merger Sub the holders of Company Capital Stock are necessary to authorize this Agreement or to consummate the execution Transactions. The Company and delivery the holders of Company Capital Stock (including the Principal Stockholders) are authorized to act by the Written Consent and, upon such action, the Written Consent will constitute the legal, valid, binding and irrevocable vote necessary to authorize this Agreement and to consummate the Transactions. Without limiting the preceding sentence, the Board of Directors of the Company has approved and declared advisable this Agreement and the Merger and has recommended to Company stockholders the adoption of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby Merger, and therebysuch recommendation has not been modified in any respect. This Agreement has been, and each Ancillary Document other document or instrument to which be executed by the Company or Merger Sub is a party shall be when deliveredin connection herewith will be, duly and validly executed and delivered by the Company or Merger SubCompany, as applicableand, when duly executed and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document delivered by the other parties hereto and or thereto, constitutes, or when delivered shall will constitute, the a legal, valid and binding obligation of such party, as applicable, the Company enforceable against such party the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). (b) The Company is not in violation of any provision of the Enforceability ExceptionsCompany Charter or the Company Bylaws, and its Subsidiaries are not in violation of any provision of their respective certificates of incorporation and bylaws (or similar organizational documents).

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Company Shareholder Approval. The Assuming that the Required Company Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party, and, to the Knowledge of the Company, the Company shareholders party to the Company Shareholder Support Agreement, and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board of Directors Company (as applicable) in accordance with the Company’s Organizational Documents, the Cayman Act and any other applicable Law, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party, and, to the Knowledge of the Company, the Company shareholders party to the Company Shareholder Support Agreement, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be be, when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and theretothereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such partythe Company, as applicablein each case, enforceable against such the Company, and, to the Knowledge of the Company the Company, shareholders party to the Company Shareholder Support Agreement, enforceable against the Company shareholders, in accordance with its terms, subject to the Enforceability Exceptions. As of the date of this Agreement, the Company shareholders party to the Company Shareholder Support Agreement hold Company Shares representing the voting power sufficient to obtain the Required Company Shareholder Approval.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the NRS, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the NRS, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the WBCA, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Second Merger and the Contemplated Transactions are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Second Merger and the Contemplated Transactions in accordance with the WBCA, (iii) directed that this Agreement be submitted to the Company Stockholders for adoption and (iv) resolved to recommend that the Company Stockholders adopt this Agreement.

Authorization; Binding Agreement. Each of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which (a) the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and board of commissioners and the shareholders of the Company in accordance with the Company’s Organizational Documents, the Indonesian Company Law, any other applicable Law and any Contract to which the Company or any of its shareholders is a party or bound, and (b) Merger Sub is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, have been duly and validly authorized by the board of directors and the shareholders of Merger Sub’s Board of Directors and stockholders Sub in accordance with Merger Sub’s Organizational Documents Documents, the Cayman Islands Companies Act, any other applicable Law and (c) no authorization of the Company’s stockholders any Contract to which Merger Sub or any of its shareholders is a party or bound. Except as set forth on Schedule 4.2, no other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParty, enforceable against such party Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational DocumentsCompany Board, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings proceedings, other than as set forth elsewhere in the Agreement, on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. On or prior to the date of this Agreement, the Company Board, at a duly called and held meeting or by the execution of a unanimous written consent pursuant to the Organizational Documents of the Company, unanimously (i) determined that this Agreement and the transactions contemplated hereby, including the First Merger, are advisable, fair to and in the best interests of Company and Company Stockholders, (ii) approved and adopted this Agreement, (iii) recommended that the Company Stockholders vote in favor of the approval of this Agreement and the First Merger and (iv) directed that this Agreement be submitted to Company Stockholders for their approval. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to except the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the Company The Purchaser and Merger Sub Purchaser Representative each has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and thereby, subject only to obtaining the Required Purchaser Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company Purchaser or Merger Sub Purchaser Representative is a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s its Organizational Documents, the DGCL and other applicable Law, and any Contract to which it is a party or by which it or its securities are bound, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Purchaser Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company Purchaser or Merger Sub Purchaser Representative is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, the Purchaser or Purchaser Representative (as applicable), enforceable against such party it in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The directors of the Purchaser, by resolutions duly adopted at a meeting duly called and held, (i) approved this Agreement and the transactions contemplated by this Agreement in accordance with the DGCL, (ii) directed that this Agreement be submitted to its stockholders for adoption, and (iii) resolved to recommend that the Purchaser stockholders adopt this Agreement.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the California Corporations Code, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the California Corporations Code, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Company Member Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DLLCA, any other applicable Law or any Contract to which the Company or any of its Members is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Company Member Approval, no authorization of the Company’s stockholders or any other corporate organizational proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyTransactions, other than the filing of the Certificate of Merger with the Delaware Secretary of State. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted, has (i) determined that this Agreement, the Ancillary Documents and the Transactions are advisable, and in the best interests of, the Company and its Members and (ii) approved this Agreement and the Ancillary Documents and the Transactions in accordance with the DLLCA, the Company’s Organizational Documents and any other applicable Law.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the laws of England and Wales, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Share Exchange and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its shareholders, and (ii) approved this Agreement and the Share Exchange and the other transactions contemplated by this Agreement in accordance with the laws of England and Wales.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions, subject to obtaining the Required Owner Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, (a) have been duly and validly authorized by the Company’s Board of Directors governing body in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company is a party or by which it or its assets are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Owner Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s governing body, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents approved this Agreement and the Ancillary Documents to which the Company is or is required to be a party and the Contemplated Transactions.

Authorization; Binding Agreement. Each of the Company and Merger Sub Portables has all requisite corporate legal power and authority to execute and deliver this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which the Company or Merger Sub it is a party and the consummation of the transactions contemplated hereby and thereby, (ai) have been duly and validly authorized by the Company’s Portables Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and/or managers and (cii) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are Portables is necessary to authorize the execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document ancillary agreement to which the Company or Merger Sub Portables is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, Portables and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablePortables, enforceable against such party Portables in accordance with its terms, subject to the Enforceability Exceptions. CNCG has all requisite corporate power and authority to execute and deliver this Agreement and each ancillary agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each other ancillary agreement related hereto to which it is a party and the consummation of the transactions contemplated hereby and thereby, (i) have been duly and validly authorized by CNCG's board of directors and (ii) no other proceedings on the part of CNCG is necessary to authorize the execution and delivery of this Agreement and each other ancillary agreement related hereto to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each ancillary agreement to which CNCG is a party shall be when delivered, duly and validly executed and delivered by CNCG and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitute the legal, valid and binding obligation of CNCG, enforceable against CNCG in accordance with its terms, except for the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the Company and Merger Sub has The Target Companies have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Target Companies’ respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each Ancillary Document to which the each Target Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the applicable Target Company’s Board board of Directors managers (or other similar governing body) in accordance with the Company’s such Target Companies’ Organizational Documents, the DLLCA, any other applicable Law or any Contract to which such Target Company or any of its members is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub Target Companies are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each Ancillary Document to which the Company Target Companies are or Merger Sub is are required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, Target Companies and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Target Companies, enforceable against such party the Target Companies in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of Managers, by resolutions duly adopted, has (i) determined that this Agreement, the Ancillary Documents and the Transactions are advisable, and in the best interests of, the Company and its Members and (ii) approved this Agreement and the Ancillary Documents and the Transactions in accordance with the DLLCA, the Company’s Organizational Documents and any other applicable Law. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the Transactions do not require the approval of the Members in their capacity as such, or by any class or series of Members, or by holders of any other Company Securities, pursuant to the Company OA, the DLLCA and any other applicable Laws.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval and the Required Convertible Noteholders, and such Voting Agreements are in full force and effect. The Voting Agreements delivered by the Company to the Purchaser include holders of (x) at least 50% of the outstanding shares of Company Series A-2 Preferred Stock, Company Series B Preferred Stock, Company Series B-1 Preferred Stock, Company Series C Preferred Stock and Company Series D Preferred Stock, (y) at least 50% of the outstanding shares of Company Series E Preferred Stock and (z) at least the Required Convertible Noteholders, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite necessary corporate power and authority to execute and deliver this Agreement and each Ancillary Document Agreement, to which it is a party, perform its obligations hereunder and to consummate the transactions contemplated hereby and therebyhereby, subject to the requisite approval of the Company’s stockholders in accordance with the DGCL. The execution and delivery of this Agreement and each Ancillary Document to which by the Company or Merger Sub is a party and the consummation by the Company of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational Documentsall necessary corporate action, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby so contemplated, other than the requisite approval by the Company’s stockholders in accordance with the DGCL and therebythe Company Charter Documents, the filing of the appropriate documents with respect to the Merger in accordance with the DGCL, and the filing of the appropriate documents with respect to the Merger, if any, with the relevant authorities of other states or jurisdictions in which the Company is qualified to do business. As of the date hereof, the Board of Directors of the Company has (i) determined that it is advisable and in the best interest of the Company’s stockholders for the Company to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of this Agreement, (ii) approved this Agreement in accordance with the applicable provisions of the DGCL, and (iii) resolved to recommend the approval of this Agreement by holders of the Company Common Stock and directed that this Agreement be submitted for consideration by the Company’s stockholders at a meeting of the stockholders of the Company to consider the Merger Agreement (the “Company Stockholders Meeting”). This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, been duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement hereof by Parent and any such Ancillary Document by the other parties hereto and theretoMerger Sub, constitutes, or when delivered shall constitute, the constitutes a legal, valid and binding obligation of such partythe Company, except as applicablemay be limited by any applicable bankruptcy, enforceable against such party insolvency, reorganization, moratorium or similar laws now or hereafter in accordance with its terms, subject effect relating to the Enforceability Exceptionscreditors’ rights generally or to general principles of equity.

Authorization; Binding Agreement. Each Subject to filing the Amended Pubco Charter, each of the Company Pubco and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, and, subject to the approval by the director and members of Merger Sub of the Plan of Merger and the approval by the director of Merger Sub of the Articles of Merger, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by the Company’s Board board of Directors directors and shareholders of Pubco and Merger Sub and no other corporate proceedings, other than as expressly set forth elsewhere in accordance with the Company’s Organizational Documents, Agreement (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization including the filing of the Company’s stockholders or any other corporate proceedings Amended Pubco Charter and approval of the Plan of Merger and Articles of Merger), on the part of the Company Pubco or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company Pubco or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Subsuch Party and, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParty, enforceable against such party Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and stockholders in accordance with the Company’s Organizational Documents, the CGCL and DGCL, as applicable and any other applicable Law and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is or is required to be a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such partythe Company (assuming that this Agreement and the Ancillary Documents to which the Company is or is required to be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto and thereto), enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger, the Conversion and the other transactions contemplated by this Agreement are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger, the Conversion and the other transactions contemplated by this Agreement in accordance with the CGCL, (iii) directed that this Agreement and the transactions contemplated hereby be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement and the Merger, the Conversion and the other transactions contemplated hereby.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the Nevada Law or any other applicable Law or any material Contract to which the Company is a party or by which its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by an action in writing signed by all directors (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the Nevada M&A Law, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company as of the date hereof are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Member Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board of Directors managers and its members in accordance with the Company’s Organizational Documents, the WA LLC Act, any other applicable Law or any Contract to which the Company or any of its equity holders is a party or by which or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Member Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the WA LLC Act, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Units representing at least the Required Company Member Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by the Company’s Board board of Directors in accordance with directors and/or shareholders of the Company’s Organizational Documents, Company (if applicable) and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebythereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Companies Act). This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and therebyTransactions, (a) have been duly and validly authorized by the Company’s Board board of Directors directors of the Company in accordance with the Company’s Organizational DocumentsDocuments and the Israeli Companies Law, and any other applicable Law and any Contract to which the Company is a party or bound. The board of directors of the Company has unanimously (a) determined that this Agreement, the Transactions and the Ancillary Documents are fair, advisable and in the best interests of the Company and the Company Shareholders, (b) have been duly approved and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of recommended to the Company Shareholders Company’s stockholders or any shareholders the adoption and approval of this Agreement, and the Ancillary Documents to which it is a party, and the Transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein. No other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby Transactions (including, for the sake of clarity, the Pro Rata Distribution) other than the approval of this Agreement and therebythe Transactions by the Company’s shareholders as required by the Company’s Organizational Documents and the Israeli Companies Law, which approval (including the requisite majority therefor) set forth on Schedule 4.2(i) is true and accurate in all respects (the “Required Company Shareholder Approval”). Except as set forth in Schedule 4.2, other than the Required Company Shareholder Approval, there is no shareholder of the Company or any Target Company whose Consent is required for the execution of this Agreement by the Company and the performance by the Company of its obligations under this Agreement and the Ancillary Documents to which it is a party. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicableCompany, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParty, enforceable against such party Party in accordance with its terms, subject to the Required Company Shareholder Approval and the Enforceability Exceptions. The Voting Agreements delivered by the Significant Company Shareholders include holders of Company Ordinary Shares and Company Preferred Shares representing at least the Required Company Shareholder Approval, and such Voting Agreements are in full force and effect subject to the Enforceability Exception.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Company Shareholder Approval. The Assuming that the Required Company Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and shareholders of the Company (as applicable) in accordance with the Company’s Company Organizational Documents, the FBCA and any other applicable Law, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be be, when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and theretothereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such partythe Company, as applicablein each case, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are in the best interests of, the Company, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement. The Transaction Support Agreements delivered by the Company include holders of Company Common Shares representing at least the Required Company Shareholder Approval, and such Transaction Support Agreements are in full force and effect, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the (a) The Company and Merger Sub has all -------------------------------- requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, the Voting Agreements and to consummate the transactions contemplated hereby and thereby. The This Agreement and the Voting Agreements, the execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party Voting Agreements and the consummation of the transactions contemplated hereby and thereby, (a) including, but not limited to, the Merger, have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any , and no other corporate proceedings on the part of the Company or Merger Sub any Company Subsidiary are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party the Voting Agreements or to consummate the transactions contemplated hereby and therebythereby (other than the approval and adoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company in accordance with the OGCA and the Certificate of Incorporation and Bylaws and the filing of the Oklahoma Certificate of Merger in accordance with the OGCA). This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, Voting Agreements have been duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of (i) this Agreement by Parent and any such Ancillary Document Merger Sub and (ii) the Voting Agreements by Parent and the other parties hereto and thereto, constitutes, or when delivered shall constitute, constitute the legal, valid and binding obligation agreements of such party, as applicablethe Company, enforceable against such party the Company in accordance with its their terms. (b) The affirmative vote of the holders of a majority of the Company Common Stock entitled to vote at a duly called meeting of stockholders at which a quorum is present is the only vote of the holders of any class or series of capital stock of the Company required to approve the Merger and this Agreement. No other vote of the stockholders or directors of the Company or any of the Company Subsidiaries is required by law, subject the Certificate of Incorporation or Bylaws or the organizational documents of any of the Company Subsidiaries or otherwise in order for the Company to consummate the Merger and the transactions contemplated hereby. (c) As of the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby are advisable and are fair to and in the best interests of the Company and has approved the same and (ii) resolved to recommend that the Company's stockholders approve this Agreement and the transactions contemplated herein. (d) The Company's rights agreement, dated February 3, 1987, between the Company and the Liberty National Bank & Trust Co. of Oklahoma City, as rights agent, has expired and no shareholder rights plan or any similar plan or instrument with respect to the Enforceability ExceptionsCompany is in effect.

Authorization; Binding Agreement. Each of the (a) The Company and Merger Sub has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which the Company or Merger Sub it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (ai) have been duly and validly authorized by the Company’s Company Board of Directors in accordance with and the Company’s Organizational DocumentsMembers, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (cii) no authorization of the Company’s stockholders or any other corporate limited liability company proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document ancillary agreement to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document ancillary agreements by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally, and the fact that equitable remedies or relief (including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). (b) Such Member has the legal capacity to execute and deliver this Agreement and each ancillary agreement and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each ancillary agreement to which such Member is a party shall be when delivered, duly and validly executed and delivered by the Member and, assuming the due authorization, execution and delivery of this Agreement by the other Parties hereto, constitute the legal, valid and binding obligation of such party, as applicableMember, enforceable against such party Member in accordance with its terms, subject to except for the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement, the Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by unanimous written consent (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders in accordance with the DGCL, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL and the Company’s Organizational Documents, (iii) directed that this Agreement and the other matters required for the Required Company Stockholder Approval be submitted to the Company’s stockholders for adoption and approval and (iv) resolved to recommend that the Company stockholders adopt and approve this Agreement and the other matters required for the Required Company Stockholder Approval (the “Company Recommendation”). The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the Such Company and Merger Sub Stockholder has all requisite power (or corporate power in the case of Atlas FinTech) and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform such Company Stockholder’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyContemplated Transactions. The In the case of Atlas FinTech, the execution and delivery of this Agreement and each Ancillary Document to which the such Company Stockholder is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and therebyContemplated Transactions, (a) have been duly and validly authorized by the Companysuch Company Stockholder’s Board board of Directors directors in accordance with the Companysuch Company Stockholder’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which such Company Stockholder or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the such Company or Merger Sub Stockholder are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyContemplated Transactions. This Agreement has been, and each Ancillary Document to which the such Company Stockholder is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the such Company or Merger Sub, as applicable, Stockholder and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableCompany Stockholder, enforceable against such party Company Stockholder in accordance with its terms, subject to the Enforceability Exceptions. In the case of Atlas FinTech, such Company Stockholder’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with such Stockholder’s Organizational Documents (i) determined that this Agreement and the Second Merger and the Contemplated Transactions by are advisable, fair to, and in the best interests of, such Company Stockholder and its stockholders, and (ii) approved this Agreement and the Second Merger and the Contemplated Transactions in accordance with the WBCA.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Member Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors managers in accordance with the Company’s Organizational Documents, Company Operating Agreement any other applicable Law or any Contract to which the Company or any of its equity holders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Member Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the DLLCA, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The Seller Support Agreements delivered by the Company include holders of Company Interests representing at least the Required Company Member Approval, and such Seller Support Agreements are in full force and effect.

Authorization; Binding Agreement. Each Subject to the receipt of the Requisite Member Approval and the consents and other approvals described in Section 4.05, the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors managers in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s its Organizational Documents and (cb) other than the Requisite Member Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of managers, by resolutions duly adopted, has (i) determined that this Agreement and the Transactions, including the Contribution, are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement and Transactions, including the Contribution, (iii) directed that this Agreement be submitted to its members for adoption and (iv) recommended that its members adopt this Agreement.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Company Shareholders’ Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, applicable Law or any Contract to which the Company or any of Company Shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Company Shareholders’ Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be party, when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall will constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Enforceability Exceptions”). The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement, the Business Combination, the Exchange and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its Shareholders, (ii) approved this Agreement, the Business Combination, and the Exchange and the other transactions contemplated by this Agreement in accordance with applicable Law, (iii) directed that this Agreement be submitted to the Company Shareholders for adoption and (iv) resolved to recommend that the Company Shareholders adopt this Agreement.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors in accordance with the Company’s Organizational Documentsdirectors, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of other than the Company’s stockholders or Required Company Stockholder Approval, do not require any other corporate proceedings on the part of the Company or Merger Sub are necessary in order to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company Stockholder Support Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Company Stockholder Support Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Merger Sub Shareholder Approval. The Assuming that the Required Merger Sub Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub it is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and, as applicable, shareholders of Merger Sub in accordance with the Company’s Merger Sub's Organizational Documents, the Cayman Act and any other applicable Law and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings proceedings, other than as expressly set forth elsewhere in the Agreement, on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party and, to the Knowledge of the Purchaser, the Purchaser shareholders party to the Sponsor Support Agreement, or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and theretothereto and the obtainment of the Required Merger Sub Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Merger Sub, enforceable against such party the Merger Sub in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions Transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and/or shareholders of the Company (if applicable) in accordance with the Company’s Organizational Documents, the Cayman Companies Act and any other applicable Law and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions Transactions contemplated hereby and therebythereby (other than the Company Written Consent or Company Special Resolution and the filing and recordation of appropriate merger documents as required by the Cayman Companies Act). This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be be, when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicable, the Company enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. Other than the Company Written Consent or Company Special Resolution, there is no consent required of the holders of any class or series of Company Ordinary Shares or other Company Shareholders to approve the Mergers, the First Merger Plan of Merger or the Transactions contemplated by this Agreement.

Authorization; Binding Agreement. Each of the (a) The Company and Merger Sub has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which the Company or Merger Sub it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (ai) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational DocumentsCompany Management, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (cii) no authorization of the Company’s stockholders or any other corporate limited liability company proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document other ancillary agreement related hereto to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, been duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement by Parent and any each Parent Subsidiary, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally, and the fact that equitable remedies or relief (including, but not limited to, the remedy of specific performance) are subject to the discretion of the court from which such Ancillary Document relief may be sought (collectively, the “Enforceability Exceptions”). (b) Each Member has the legal capacity to execute and deliver this Agreement and to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by the other parties hereto Member and, assuming the due authorization, execution and theretodelivery of this Agreement by Parent and each Parent Subsidiary, constitutes, or when delivered shall constitute, constitutes the legal, valid and binding obligation of such party, as applicableeach Member, enforceable against such party each Member in accordance with its terms, subject to except for the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the Florida Statutes, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its shareholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the Florida Statutes, (iii) directed that this Agreement be submitted to the Company Shareholders for adoption and (iv) resolved to recommend that the Company Shareholders adopt this Agreement.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors of the Company in accordance with the Company’s Organizational Documents, the Cayman Companies Act and any other applicable Law and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebythereby (other than the filing of the Plan of Merger and related documentation as required by the Cayman Companies Act). This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicable, the Company enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements constitute, the legal, valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement.

Authorization; Binding Agreement. Each Subject to the filing of the Company Merger Documents and Merger Sub the receipt of the requisite shareholder approvals required under the applicable Law of the Cayman Islands, (i) each of the Acquisition Entities has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The , and (ii) the execution and delivery of this Agreement and each Ancillary Document to which each of the Company or Merger Sub Acquisition Entities is a party and the consummation of the transactions Transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by all necessary corporate actions and no other corporate proceedings, other than as expressly set forth elsewhere in the Company’s Board Agreement (including the filing of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings Amended Pubco Charter), on the part of the Company or Merger Sub Acquisition Entities are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it each of the Acquisition Entities is a party or to consummate the transactions Transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub Acquisition Entities is a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Subsuch Party and, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParty, enforceable against such party Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. (a) Each of the Target Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement (if applicable) and each Ancillary Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement (if applicable) and each Ancillary Document to which the a Target Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the applicable Target Company’s Board of Directors members in accordance with the such Target Company’s Organizational Documents, applicable Law or any Contract to which such Target Company is a party or by which it or its securities are bound and (b) no other company proceedings on the part of a Target Company are necessary to authorize the execution and delivery of this Agreement (if applicable) and each Ancillary Document to which such Target Company is a party or to consummate the transactions contemplated hereby and thereby. This Agreement (if applicable) and each Ancillary Document to which a Target Company is or is required to be a party shall be when delivered, duly and validly executed and delivered by such Target Company and assuming the due authorization, execution and delivery of this Agreement (if applicable) and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such Target Company, enforceable against such Target Company in accordance with its terms, subject to the Enforceability Exceptions. (b) Each Seller has all requisite power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement and each Ancillary Document to which a Seller is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by Merger Subthe applicable Seller’s Board of Directors and stockholders members in accordance with Merger Subsuch Seller’s Organizational Documents Documents, applicable Law or any Contract to which such Seller is a party or by which it or its securities are bound and (cb) no authorization of the Company’s stockholders or any other corporate company proceedings on the part of the Company or Merger Sub a Seller are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it such Seller is a party or to consummate the transactions contemplated hereby and thereby. This Agreement and each Ancillary Document to which a Seller is or is required to be a party shall be when delivered, duly and validly executed and delivered by such Seller and assuming the due authorization, execution and delivery of any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such Seller, enforceable against such Target Company in accordance with its terms, subject to the Enforceability Exceptions. (c) Each Founder has all requisite capacity, power and authority to execute and deliver this Agreement and each Ancillary Document to which such Founder is or is required to be a party, to perform such Founder’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company a Founder is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, such Founder and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableSeller, enforceable against such party Founder in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement, the Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement and the other matters required for the Required Company Stockholder Approval be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company Stockholders adopt this Agreement and the other matters required for the Required Company Stockholder Approval. The Voting and Support Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting and Support Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a partyParty, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party Party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational DocumentsDocuments and the DGCL, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party Party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party Party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement, the Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and the Company Stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement and the other matters required for the Required Company Stockholder Approval be submitted to the Company Stockholders for adoption and (iv) resolved to recommend that the Company Stockholders adopt this Agreement and the other matters required for the Required Company Stockholder Approval. The Voting and Support Agreements delivered by the Company include holders of Company Common Stock representing at least the Required Company Stockholder Approval, and such Voting and Support Agreements are in full force and effect. The Required Company Stockholder Approval, when obtained, will constitute the required stockholder approval for all the transactions contemplated by this Agreement, and no separate approval of the holders of Company Class A Common Stock will be required.

Authorization; Binding Agreement. Each of Subject to filing the Amended Organizational Documents, the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Company Shareholder Approval. The Assuming that the Required Company Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and shareholders of the Company (as applicable) in accordance with the Company’s Company Organizational Documents, the Cayman Act and any other applicable Law, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be be, when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and theretothereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such partythe Company, as applicablein each case, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are in the best interests of, the Company, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement. Other than with respect to the approval of the Recapitalization, the Target Voting Agreements delivered by the Company include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, and such Target Voting Agreements are in full force and effect, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform their respective obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which (a) the Company or is a party and the consummation of the Transactions, have been duly and validly authorized and approved by the Board of Directors of the Company in accordance with the Existing Company Articles and English Law, and (b) Merger Sub is a party and the consummation of the transactions contemplated hereby and therebyTransactions, (a) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by of Merger Sub’s Board , and by the Company as sole shareholder of Directors and stockholders Merger Sub, in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any Cayman Islands Law. No other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize or approve the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby Transactions other than the approval of this Agreement and therebythe Transactions by the Company’s shareholders as required by the Existing Company Articles and English Law (the “Required Company Shareholder Approval”). Except as set forth in Schedule 4.2, other than the Required Company Shareholder Approval, there is no shareholder of the Company or any Target Company whose Consent (other than as set forth in the Existing Company Articles) is required for the execution of this Agreement by the Company and the performance by the Company of its obligations under this Agreement and the Ancillary Documents to which it is a party. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParty, enforceable against such party Party in accordance with its terms, subject to the Required Company Shareholder Approval and the Enforceability Exceptions. The Voting and Support Agreements delivered by the Company are in full force and effect subject to the Enforceability Exception.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Transaction Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which Other than the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and therebyEquity Holders’ Approval, (a) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Transaction Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Transaction Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Transaction Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other laws of general application affecting the enforcement of creditors’ rights generally or by any applicable statute of limitation or by any valid defense of set-off or counterclaim, and the fact that equitable remedies or relief (including the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). The Company’s board of directors, by resolutions (i) determined that this Agreement and each Transaction Document to which the Company is or is required to be a party and the consummation of the Transactions are advisable, fair to, and in the best interests of, the Company and its members, (ii) directed that this Agreement be submitted to the Company’s members for adoption and (iii) resolved to recommend that the Company members adopt this Agreement.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority capacity to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, thereby (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the BCBCA, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties Parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Amalgamation and the other transactions contemplated hereby are in the best interests of, the Company and its shareholders, (ii) approved this Agreement and the Amalgamation and the other transactions contemplated by this Agreement in accordance with the BCBCA, (iii) directed that this Agreement be submitted to the Company Common Shareholders for adoption and (iv) resolved to recommend that the Company Common Shareholders approve and adopt this Agreement. The Voting Agreements delivered by the Company include holders of Common Company Shares whose votes attached to such Common Shares represent at least the minimum amount of votes to obtain the Required Company Shareholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Subject to the adoption of the Company Amended Pubco Organizational Documents, each of Pubco and the Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by the Company’s Board board of Directors directors of Pubco and the Merger Sub and by the Purchaser and Pubco in accordance with their capacities as the Company’s sole stockholder of Pubco and the Merger Sub, respectively, and there are no other corporate proceedings, other than as expressly set forth elsewhere in this Agreement (including the adoption of the Amended Pubco Organizational Documents), (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of Pubco or the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which Pubco or the Company or Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Subsuch Party and, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParty, enforceable against such party Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational DocumentsDocuments and the DGCL, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. On or prior to the date of this Agreement, the Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement and the other matters required for the Required Company Stockholder Approval be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company Stockholders adopt this Agreement and the other matters required for the Required Company Stockholder Approval. The Voting and Support Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting and Support Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval and the Regulatory Approvals. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and shareholders of the Company in accordance with the Company’s Organizational Documents, the Cayman Islands Company Act, any other applicable Law and any Contract to which the Company or any of its shareholders are party or bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, Party and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Transactions contemplated are advisable, fair to, and in the best interests of, the Company and its shareholders, (ii) approved this Agreement and the Transactions in accordance with the Cayman Islands Companies Act, (iii) directed that this Agreement and the Transactions be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement and the Transactions. The Voting Agreements delivered by the Company include holders of Company Ordinary Shares representing at least the Required Company Shareholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each Subject to adoption of the Company Amended Pubco Organizational Documents, each of Pubco and the Merger Sub Subs has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub it is a party and the consummation of the transactions contemplated hereby and thereby, (a) thereby have been duly and validly authorized by the Company’s Board board of Directors directors and shareholders of Pubco and the Merger Subs and no other corporate proceedings, other than as expressly set forth elsewhere in accordance with the Company’s Agreement (including the filing of the Amended Pubco Organizational Documents), (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company Pubco or either Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company Pubco or a Merger Sub is a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Subsuch Party and, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicableParty, enforceable against such party Party in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Shareholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the GBCC, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its shareholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the GBCC, (iii) directed that this Agreement be submitted to the Company’s shareholders for adoption and (iv) resolved to recommend that the Company shareholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Shareholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the (a) The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Arrangement, the Amalgamation and the other transactions contemplated hereby and thereby, subject to the receipt of the Required Company Shareholder Approval and the approval of the Arrangement by the Court. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, thereby (ai) have been duly and validly authorized by the Company’s Board of Directors and, where applicable, its shareholders, in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized any applicable Law or any Contract to which the Company or any of its shareholders is a party or by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents which it or its securities are bound and (cii) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby except for obtaining Required Company Shareholder Approval and the approval of the Arrangement by the Court. (b) The Company’s Board, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with its Organizational Documents, has (i) determined that this Agreement, and thereby the Ancillary Documents, and the Arrangement, the Amalgamation and the other transactions contemplated hereby and thereby are fair to the Company Shareholders and in the best interests of the Company, (ii) approved and adopted this Agreement, the Ancillary Documents, and approved the Arrangement, the Amalgamation and the other transactions contemplated hereby and thereby in accordance with applicable Law and (iii) recommended that the Company’s Shareholders vote in favor of the Arrangement Resolution. Except for the Required Company Shareholder Approval and approval of the Arrangement by the Court, no additional approval or vote of any holders of voting or other equity interests of the Company would then be necessary to approve and adopt this Agreement and the Ancillary Documents and approve the transactions contemplated hereby and thereby. . (c) This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be be, when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, Documents and the DGCL and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders representing at least the Required Company Stockholder Approval.

Authorization; Binding Agreement. Each All corporate action on the part of each of the Company Entities and Merger Sub has all requisite corporate power their shareholders necessary for the (a) authorization, execution and authority to execute and deliver delivery by the Company (or any other Company Entity, as applicable) of this Agreement and each the Ancillary Document Documents to which it is or will be a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly consummation of the Company Merger and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents the other Transactions and (c) no authorization performance of all of the Company’s stockholders obligations hereunder or any other corporate proceedings on thereunder has been taken or will be taken prior to the part Company Closing, subject to (i) obtaining the Company Written Consent, (ii) the filing of Company Certificate of Merger and related documents and (iii) the receipt of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyRegulatory Approvals. This Agreement has been, and each Ancillary Document to which the Company (or Merger Sub any other Company Entity, as applicable) is a party has been or shall be when delivered, duly and validly executed and delivered by the Company (or Merger Subany other Company Entity, as applicable) and, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document Documents by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of the Company (or such partyother Company Entity, as applicable), enforceable against the Company (or such party other Company Entity, as applicable) in accordance with its terms, subject except to the extent limited by the Enforceability Exceptions. The Company Board either: (A) at a duly called and held meeting or (B) by way of written resolution, has unanimously (i) determined that this Agreement, the Ancillary Documents to which the Company is a party and the Transactions (including the Company Merger) are advisable, fair to, and in the best interests of, the Company, (ii) approved and declared the advisability of this Agreement, the Ancillary Documents to which the Company is a Party and the Transactions (including the Company Merger) in accordance with the DGCL and the Organizational Documents of the Company, (iii) recommended the approval and adoption of this Agreement, the Ancillary Documents to which the Company is a party and the Transactions (including the Company Merger) by the Company Stockholders, (iv) directed that the Company Approval Matters be submitted to the Company Stockholders for adoption and approval, and (v) resolved to recommend that the Company Stockholders adopt this Agreement and approve the Company Approval Matters, and execute and deliver the Company Written Consent.

Authorization; Binding Agreement. Each of the (a) The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, and to consummate the transactions contemplated hereby and therebyhereby. The This Agreement, the execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and therebyhereby, (a) including, but not limited to, the Merger, have been duly and validly authorized by the Company’s 's Board of Directors in accordance with the Company’s Organizational DocumentsDirectors, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub any Company Subsidiary are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby (other than the approval and therebyadoption of this Agreement and the transactions contemplated hereby by the stockholders of the Company in accordance with the Nevada Code and the Articles of Incorporation and Bylaws of the Company) and the filing and recordation of appropriate merger documents as required by the Nevada Code. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, been duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this the Agreement and any such Ancillary Document by the other parties hereto and theretoParent, constitutes, or when delivered shall constitute, constitutes the legal, valid and binding obligation agreement of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms. (b) The affirmative vote of the holders of a majority of the Company Common Stock entitled to vote at a duly called meeting of stockholders at which a quorum is present is the only vote of the holders of any class or series of capital stock of the Company or any of the Company Subsidiaries required to approve the Merger and this Agreement. No other vote of the stockholders or directors of the Company or any of the Company Subsidiaries is required by law, subject the articles of incorporation or bylaws of the Company or any of the Company Subsidiaries or otherwise in order for the Company to consummate the Enforceability ExceptionsMerger and the transactions contemplated hereby. (c) As of the date hereof, the Board of Directors of the Company, at a meeting duly called and held, has (i) determined that this Agreement and the transactions contemplated hereby are advisable and are fair to and in the best interests of the Company and has approved the same and (ii) resolved to recommend that the Company's stockholders approve this Agreement and the transactions contemplated herein. (d) The Company has not adopted a shareholder rights plan or any similar plan or instrument.

Authorization; Binding Agreement. Each of the (a) The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyTransactions, subject to the receipt of the Company Shareholder Approvals. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is will be a party and the consummation of the transactions contemplated hereby and thereby, (a) Transactions have been duly and validly authorized by the Company’s Company Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyapplicable Law. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is will be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the Ancillary Documents to which the Company is a party and the transactions contemplated hereby and thereby are in the best interests of the Company and its stockholders, (ii) approving, declaring the advisability of, and authorizing the execution, delivery and performance by the Company of, this Agreement and the Ancillary Documents to which the Company is a party and the transactions contemplated hereby and thereby and (iii) recommending the approval and adoption of this Agreement and the Ancillary Documents to which the Company is a party and the transactions contemplated hereby and thereby by the Company Shareholders. No other corporate action is required on the part of the Company or any of the Company Shareholders to enter into this Agreement or the Ancillary Documents to which the Company is a party or to approve the Merger other than the Company Shareholder Approvals.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL or any other applicable Law or any material Contract to which the Company is a party or by which its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company as of the date hereof are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational DocumentsCompany Charter, any other applicable Law or any Contract to which the Company or any of its equity holders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company’s stockholders adopt this Agreement. The Company Support Agreements delivered by the Company include holders of shares of Company Stock representing at least the Required Company Stockholder Approval, and such Company Support Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the Company Purchaser and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of perform its obligations under this Agreement and each Ancillary Document to which the Company or Merger Sub it is a party Party and to consummate the consummation of Transactions, subject to obtaining the transactions contemplated hereby Purchaser Shareholder Approval. The execution, delivery and thereby, (a) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery performance of this Agreement and each Ancillary Document to which it is a party and the consummation of the Transactions: (a) have been duly and validly authorized by the Special Committee and the board of directors of the Purchaser and the board of directors of Merger Sub; and (b) other than the Purchaser Shareholder Approval and the proceedings described in Section 7.13, no other corporate proceedings on the part of the Purchaser or Merger Sub are necessary to consummate authorize the transactions contemplated hereby execution, delivery and thereby. This performance of this Agreement has been, and each Ancillary Document to which the Company Purchaser or Merger Sub is a party shall be when delivered, or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by each of the Company or Purchaser and Merger Sub, as applicable, and assuming . Assuming the due authorization, execution and delivery of this Agreement by the Company, this Agreement constitutes the valid and any binding obligation of each of the Purchaser and Merger Sub, enforceable against each of the Purchaser and Merger Sub in accordance with its terms, except as such enforcement may be limited by the Enforceability Exceptions. When delivered, each Ancillary Document to which the Purchaser or Merger Sub is or is required to be a party shall be duly and validly executed and delivered by the Purchaser or Merger Sub, as applicable. Assuming the due authorization, execution, delivery and performance, such Ancillary Document by the other parties hereto and theretoDocument, constitutes, or when delivered shall constitute, constitute the legal, valid and binding obligation of such partythe Purchaser or Merger Sub, as applicable, enforceable against such party the Purchaser or Merger Sub, as applicable, in accordance with its terms, subject to terms except as such enforcement may be limited by the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the M▇▇▇▇▇▇ and the other transactions contemplated hereby and thereby. The Subject to the receipt of the Required Company Stockholder Approval, the execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and, where applicable, its stockholders, in accordance with the Company’s Organizational Documents, any applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with its Organizational Documents, has (i) determined that this Agreement, and thereby the Ancillary Documents, and the Mergers and the other transactions contemplated hereby and thereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved and adopted this Agreement, the Ancillary Documents, and approved the Mergers and the other transactions contemplated hereby and thereby in accordance with applicable law, (iii) directed that this Agreement be submitted to the Company’s stockholders for consideration, approval and adoption, (iv) recommended that the Company’s stockholders approve and adopt this Agreement, the Ancillary Documents, and the Mergers and other transactions contemplated hereby and thereby. Except for the Required Company Stockholder Approval, no additional approval or vote of any holders of capital stock or other equity interests of the Company would then be necessary to approve and adopt this Agreement and the Ancillary Documents and approve the Mergers and the other transactions contemplated hereby and thereby.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreement delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreement is in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the NRS, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is or is required to be a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such partythe Company (assuming that this Agreement and the Ancillary Documents to which the Company is or is required to be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the other Persons party hereto and thereto), enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the NRS, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the WBCA, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the WBCA, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company Stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the NRS, any other applicable Law or any Contract to which the Company is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the NRS, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Common Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions subject to obtaining any approvals required by the Companies Act (Malaysia). The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and therebyTransactions, (a) have been duly and validly authorized by the Company’s Board board of Directors directors of the Company in accordance with the Company’s Organizational Documents, the Companies Act (Malaysia), any other applicable Law, and any Contract to which the Company is a party or bound, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby Transactions, except approval by the Company’s board of directors, shareholders and therebyother approvals required by the Companies Act (Malaysia) and any other applicable Law. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each Subject to the receipt of the Requisite Shareholder Approval, the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s its Organizational Documents and (cb) other than the Requisite Shareholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted, has (i) determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and its shareholders, (ii) approved this Agreement and Transactions, (iii) directed that this Agreement be submitted to its shareholders for adoption and (iv) recommended that its shareholders adopt this Agreement.

Authorization; Binding Agreement. Each of the Company and Merger Sub has The Target Companies have all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Target Companies’ respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions, subject to obtaining the Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the each Target Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the applicable Target Company’s Board board of Directors directors (or other similar governing body) in accordance with the Company’s such Target Companies’ Organizational Documents, the DGCL, any other applicable Law or any Contract to which such Target Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub Target Companies are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each Ancillary Document to which the Company Target Companies are or Merger Sub is are required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, Target Companies and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Target Companies, enforceable against such party the Target Companies in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted, has (i) determined that this Agreement, the Ancillary Documents and the Transactions are advisable, and in the best interests of, the Company and the Company Stockholders and (ii) approved this Agreement and the Ancillary Documents and the Transactions in accordance with the DGCL, the Company’s Organizational Documents and any other applicable Law. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or is required to be a party and the consummation of the Transactions do not require the approval of the Company Stockholders in their capacity as such, or by any class or series of the Company Stockholders, or by holders of any other TEI Securities, pursuant to the Company Certificate of Incorporation, the DGCL and any other applicable Laws.

Authorization; Binding Agreement. Each of the 2.1 The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement Agreement, the Transaction Documents and each Ancillary Document other ancillary agreement related hereto to which it is a party, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement Agreement, the Transaction Documents and each Ancillary Document other ancillary agreement related hereto to which the Company or Merger Sub it is a party and the consummation of the transactions contemplated hereby and thereby, thereby (ai) have been duly and validly authorized by the Company’s Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents Company and (cii) no authorization of the Company’s stockholders or any other corporate proceedings action on the part of the Company or Merger Sub are is necessary to authorize the execution and delivery of this Agreement Agreement, the Transaction Documents and each Ancillary Document other ancillary agreement related hereto to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, been duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the Purchaser, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except to the extent that enforceability thereof may be limited by applicable bankruptcy, insolvency, reorganization and moratorium laws and other parties hereto laws of general application affecting the enforcement of creditors’ rights generally, and theretothe fact that equitable remedies or relief (including, constitutesbut not limited to, or when the remedy of specific performance) are subject to the discretion of the court from which such relief may be sought (collectively, the “Enforceability Exceptions”). 2.2 Each Shareholder has the legal capacity to execute and deliver this Agreement and the Transaction Documents and to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered shall constituteby the Shareholder and, assuming the due authorization, execution and delivery of this Agreement by the Purchaser, constitutes the legal, valid and binding obligation of such party, as applicableeach Shareholder, enforceable against such party each Shareholder in accordance with its terms, subject to except for the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the Such Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is a party, to perform its obligations hereunder and thereunder and to consummate the M▇▇▇▇▇ and the other transactions contemplated hereby and thereby. The Subject to the receipt of the Required Company Shareholder Approval, the execution and delivery of this Agreement and each Ancillary Document to which the such Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the such Company’s Board board of Directors directors and, where applicable, its shareholders, in accordance with the such Company’s Organizational Documents, any applicable Law or any Contract to which such Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the such Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the such Company or Merger Sub is a party shall be when delivered, duly and validly executed and delivered by the such Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party Company in accordance with its terms, subject to the Enforceability Exceptions. Such Company’s board of directors, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with its Organizational Documents, has (i) determined that this Agreement, and thereby the Ancillary Documents, and the Mergers and the other transactions contemplated hereby and thereby are advisable, fair to, and in the best interests of, such Company and its shareholders, (ii) approved and adopted this Agreement, the Ancillary Documents, and approved the Mergers and the other transactions contemplated hereby and thereby in accordance with applicable law, (iii) directed that this Agreement be submitted to such Company’s shareholders for consideration, approval and adoption, (iv) recommended that such Company’s shareholders approve and adopt this Agreement, the Ancillary Documents, and the Merger and other transactions contemplated hereby and thereby. Except for the Required Company Shareholder Approval, no additional approval or vote of any holders of capital stock or other equity interests of such Company would then be necessary to approve and adopt this Agreement and the Ancillary Documents and approve the Merger and the other transactions contemplated hereby and thereby.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its shareholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company’s stockholders for adoption and (iv) resolved to recommend that the Company stockholders adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Stock representing at least the Required Company Stockholder Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to the Required Company Shareholder Approval. The Assuming that the Required Company Shareholder Approval has been obtained, the execution and delivery of this Agreement and each Ancillary Document to which the Company or Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board of Directors Company (as applicable) in accordance with the Company’s Organizational Documents, the Cayman Act and any other applicable Law, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be be, when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and theretothereto and the obtainment of the Required Company Shareholder Approval, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such partythe Company, as applicablein each case, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions.

Authorization; Binding Agreement. Each of the (a) The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or will be a party, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby and therebyTransactions, subject to the receipt of the Company Shareholder Approvals. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is will be a party and the consummation of the transactions contemplated hereby and thereby, (a) Transactions have been duly and validly authorized by the Company’s Company Board of Directors in accordance with the Company’s Organizational Documents, (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyapplicable Law. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is will be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the Ancillary Documents to which the Company is a party and the Transactions are in the best interests of the Company and its stockholders, (ii) approving and adopting and authorizing the execution, delivery and performance by the Company of this Agreement and the Ancillary Documents to which the Company is a party and the Transactions, and (iii) recommending the approval and adoption of this Agreement and the Ancillary Documents to which the Company is a party by the Company Shareholders. No other corporate action is required on the part of the Company or any of the Company Shareholders to enter into this Agreement or the Ancillary Documents to which the Company is a party or to approve the Merger other than the Company Shareholder Approvals.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been (or, in the case of Ancillary Documents to be entered into at or prior to Closing, will be) duly and validly authorized by the Company’s Board board of Directors directors and shareholders of the Company in accordance with the Company’s Organizational Documents, the UK Act and any other applicable Law and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebythereby (other than the filing and recordation of appropriate merger documents as required by the Cayman Act). This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Suband, as applicableassuming, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted unanimously at a meeting duly called and held (i) determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company and the Sellers, (ii) approved this Agreement and the Transactions in accordance with the Company’s Organizational Documents and the UK Act, (iii) directed that this Agreement and the Transactions be submitted to the Sellers for adoption, and (iv) resolved to recommend that the Sellers adopt this Agreement and the Transactions.

Authorization; Binding Agreement. Each The Company and each of the Company and Merger Sub Target Companies has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s and each Target Company’s obligations hereunder and thereunder and to consummate the transactions Transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each Ancillary Document to which the Company and each Target Company is or Merger Sub is required to be a party and the consummation of the transactions Transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the board of directors of the Company or Target Company’s Board of Directors , as the case may be, (if applicable) in accordance with the Organizational Documents of the Company or the Target Company’s Organizational Documents, as the case may be, and any other applicable Law, and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub of any Target Company are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions Transactions contemplated hereby and therebythereby (other than the Company Shareholders Approval (as defined herein) and the filing and recordation of appropriate merger documents as required by the Cayman Companies Act). This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicable, the Company enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. Other than the Company Shareholders Approval, there is no consent required of the holders of any class or series of the Company’s securities or other Company shareholders to approve the Mergers or the Transactions contemplated by this Agreement.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Member Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors managers and its members in accordance with the Company’s Organizational Documents, the Colorado Act, any other applicable Law or any Contract to which the Company or any of its equity holders is a party or by which or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Member Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party has been or shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of managers, by resolutions duly adopted at a meeting duly called and held or by action by unanimous written consent in accordance with the Company’s Organizational Documents (i) determined that this Agreement and the Mergers and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and its members, (ii) approved this Agreement and the Mergers and the other transactions contemplated by this Agreement in accordance with the Colorado Act, (iii) directed that this Agreement be submitted to the Company’s members for adoption and (iv) resolved to recommend that the Company’s members adopt this Agreement. The Voting Agreements delivered by the Company include holders of Company Units representing at least the Required Company Member Approval, and such Voting Agreements are in full force and effect.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Company Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors in accordance with the Company’s Organizational Documents, the PRGCA, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Required Company Stockholder Approval, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted at a meeting duly called and held (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, its Subsidiaries and its stockholders, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the PRGCA, (iii) directed that this Agreement be submitted to the Company’s stockholders for approval and (iv) resolved to recommend that the Company stockholders approve this Agreement.

Authorization; Binding Agreement. Each of The Company, the Company Seller, and Merger Sub has the Seller Parent each have all requisite limited liability company power and authority or corporate power and authority authority, as applicable, to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s, the Seller’s, or the Seller Parent’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Required Seller Approval and the Required Company Approval. The execution and delivery of this Agreement and each Ancillary Document to which the Company Company, the Seller, or Merger Sub the Seller Parent is or is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board of Directors and the Seller’s respective managers in accordance with the Company’s and the Seller’s respective Organizational Documents, the CCUA, the CCAA, any other applicable Law or any Contract to which the Company, the Seller, or the Seller Parent is a party or by which they or their respective securities are bound and (b) have been duly other than the Required Seller Approval and validly authorized the Required Company Approval and such approvals as required by Merger SubSeller’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) Parent, no authorization of the Company’s stockholders other limited liability company or any other corporate proceedings proceedings, as applicable, on the part of the Company Company, the Seller, or Merger Sub the Seller Parent are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company Company, the Seller, or Merger Sub the Seller Parent is or is required to be a party shall be when delivered, duly and validly executed and delivered by the Company Company, the Seller, or Merger Subthe Seller Parent, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such partythe Company, as applicablethe Seller, and the Seller Parent, enforceable against such party the Company, the Seller, and the Seller Parent in accordance with its terms, subject to the Enforceability Exceptions. The Company’s and the Seller’s respective managers, by resolutions duly adopted at meetings duly called and held (i) determined that this Agreement and the Purchase and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company, the Seller, and their respective members, (ii) approved this Agreement and the Purchase and the other transactions contemplated by this Agreement in accordance with the CCAA, (iii) directed that this Agreement be submitted to the Company’s and the Seller’s respective members for adoption, if necessary, and (iv) resolved to recommend that the Company and the Seller members adopt this Agreement.

Authorization; Binding Agreement. Each of the The Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to obtaining the Company Stockholder Written Consent. The execution and delivery of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, (a) have been duly and validly authorized by the Company’s Board board of Directors directors and the Company Stockholder in accordance with the Company’s Organizational Documents, the DGCL, any other applicable Law or any Contract to which the Company or any of its stockholders is a party or by which it or its securities are bound and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) other than the Company Stockholder Written Consent, no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub are necessary to authorize the execution and delivery of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Document to which the Company is or Merger Sub is required to be a party shall be when delivered, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and assuming the due authorization, execution and delivery of this Agreement and any such Ancillary Document by the other parties hereto and thereto, constitutes, or when delivered shall constitute, the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. The Company’s board of directors, by resolutions duly adopted (i) determined that this Agreement and the Merger and the other transactions contemplated hereby are advisable, fair to, and in the best interests of, the Company and the Company Stockholder, (ii) approved this Agreement and the Merger and the other transactions contemplated by this Agreement in accordance with the DGCL, (iii) directed that this Agreement be submitted to the Company Stockholder for adoption and (iv) resolved to recommend that the Company Stockholder adopt this Agreement.

Authorization; Binding Agreement. Each of Subject to the consents and other approvals described in Section 4.05, the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and each Ancillary Document to which it is or is required to be a party, to perform its obligations under this Agreement and each Ancillary Document and to consummate the transactions contemplated hereby and therebyTransactions. The execution execution, delivery and delivery performance of this Agreement and each Ancillary Document to which the Company is or Merger Sub is required to be a party and the consummation of the transactions contemplated hereby and thereby, Transactions: (a) have been duly and validly authorized by the Company’s Company Board of Directors in accordance with the Company’s its Organizational Documents, ; and (b) have been duly and validly authorized by Merger Sub’s Board of Directors and stockholders in accordance with Merger Sub’s Organizational Documents and (c) no authorization of the Company’s stockholders or any other corporate proceedings on the part of the Company or Merger Sub its Subsidiaries are necessary to authorize the execution execution, delivery and delivery performance of this Agreement and each Ancillary Document to which it is a party or to consummate the transactions contemplated hereby and therebyTransactions. This Agreement has been, and each Ancillary Document to which the Company or Merger Sub is a party shall be when delivered, been duly and validly executed and delivered by the Company or Merger Sub, as applicableCompany, and assuming the due authorization, execution execution, delivery and delivery performance of this Agreement and any such Ancillary Document by the other parties hereto and theretoParent, constitutes, or when delivered shall constitute, constitutes the legal, valid and binding obligation of such party, as applicablethe Company, enforceable against such party the Company in accordance with its terms, subject to the Enforceability Exceptions. When delivered, each Ancillary Document to which the Company is or is required to be a party shall be duly and validly executed and delivered by the Company and, assuming the due authorization, execution, delivery and performance of such Ancillary Document, shall constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. By resolutions duly adopted, the Company Board has: (i) determined that this Agreement and the Transactions, are advisable, fair to, and in the best interests of, the Company and its members; (ii) approved this Agreement and the Transactions; (iii) directed that this Agreement be submitted to its members for adoption; and (iv) recommended that its members adopt this Agreement.