Common use of Authorization; No Conflicts Clause in Contracts

Authorization; No Conflicts. (a) The Company has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements 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 the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Company's Board of Directors and except for (i) the Shareholder Consent and (ii) the filing of the First Agreement of Merger with the Secretary of State of the State of California, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party by each of the other parties hereto and thereto) constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity). (b) Assuming the Shareholder Consent, the filing of the First Agreement of Merger with the Secretary of State of the State of California, the Fairness Approval and that those consents, authorizations, filings, notifications and other actions set forth on Section 5.5 of the Company Disclosure Schedule have been obtained or made, neither the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is a party nor the consummation by the Company of any of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the terms or provisions hereof or thereof, will (i) violate any provision of the articles of incorporation, charter or bylaws or comparable organizational documents of the Company or (ii) (x) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Encumbrance upon the Company Preferred Stock, the Company Common Stock or any Encumbrance upon the properties, contracts or assets of the Company under, or require any notice, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation to which the Company is a party, or by which the Company or any of its properties or assets may be bound or affected in any material respect.

Authorization; No Conflicts. (a) The Company TKB has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyeach other Transaction Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to TKB Shareholder Approval. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which the Company is a party each other Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company's Board of Directors and except for (i) the Shareholder Consent and (ii) the filing of the First Agreement of Merger with the Secretary of State of the State of California, no other corporate proceedings all requisite action on the part of the Company TKB, and no other proceedings on their part are necessary to approve this Agreement authorize the execution, delivery or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery performance of this Agreement and the Ancillary other Transaction Agreements (other than obtaining TKB Shareholder Approval and filing the TKB Merger Filing Documents with the Cayman Registrar as required by the Cayman Companies Act). This Agreement and each other Transaction Agreement to which TKB is a party has been, or will be at or prior to the Closing, duly and validly authorized, executed and delivered by TKB, and assuming that this Agreement and each of the Transaction Agreements to which the Company TKB is a party to be executed by each TKB is a valid and binding obligation of the other parties hereto and thereto) constitute , this Agreement and each other Transaction Agreement to which TKB is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of the CompanyTKB, enforceable against the Company it in accordance with their respective terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or and similar Laws relating to or affecting creditors’ rights or to general principles of equity (the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity“Enforceability Exceptions”). (b) Assuming Except (i) for the Shareholder Consentrequirements under the Securities Laws, the filing of the First Agreement of Merger with the Secretary of State of the State of California, the Fairness Approval Nasdaq and any other Laws that those consents, authorizations, filings, notifications and other actions set forth on Section 5.5 of the Company Disclosure Schedule have been obtained or made, neither the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is a party nor are required for the consummation by the Company of any of the transactions contemplated hereby or and (ii) as set forth on Section 3.2(b)of the TKB Disclosure Schedules, the execution, delivery and performance of this Agreement and each of the Transaction Agreements to be executed by TKB and the consummation of the transactions contemplated hereby and thereby, nor or compliance by the Company TKB with any of the terms or provisions hereof or thereof, do not and will not (ia) violate assuming the TKB Shareholder Approval is obtained, conflict with or result in any violation of any provision of the articles of incorporationTKB Organizational Documents, charter or bylaws or comparable organizational documents of the Company or (iib) (x) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision or violation of or the loss of any benefit under, constitute a default (or an event which, which with or without notice or lapse of time, time or both, both would constitute become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the termination triggering of any payment or a other obligation or any right of termination consent or cancellation under, accelerate approval or result in a right of acceleration of the performance required byfirst offer or refusal, or result in the creation of a Lien on any Encumbrance upon material property or asset of TKB, (c) subject to the Company Preferred Stockapprovals and filings set forth in this Agreement and assuming TKB Shareholder Approval is obtained, conflict with or violate any outstanding judgment, order or decree, any applicable Law, or any rule (c) Except for (i) with respect to the adoption and approval of this Agreement and the TKB Merger and the other transactions contemplated by this Agreement as TKB’s Business Combination, an ordinary resolution passed by the affirmative vote of holders of a simple majority of the TKB Shares and (ii) with respect to the adoption and approval of the TKB Plan of Merger, a special resolution passed by the affirmative vote of holders of a majority of at least two-thirds of the TKB Shares, in each case that are present and voting at a quorate general meeting and compliant with the provisions of the Cayman Companies Act (the “TKB Shareholder Approval”), no other vote or consent of the holders of any class or series of TKB Securities is required or necessary to adopt or approve this Agreement, the Company Common Stock or any Encumbrance upon the properties, contracts or assets of the Company under, or require any notice, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation Transaction Agreements to which the Company TKB is a party, or the TKB Merger and the other transactions contemplated by which the Company or any of its properties or assets may be bound or affected in any material respectthis Agreement.

Authorization; No Conflicts. (a) The Company Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by them of the transactions contemplated hereby and thereby have been duly and validly approved authorized by all necessary action on the Company's Board part the board of Directors directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except only, with respect to the Merger, for (i) the Shareholder Consent and (ii) the filing of the First Agreement Certificate of Merger with the Secretary of State of the State of CaliforniaDelaware pursuant to the DGCL, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to approve authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements to which the Company is a party or to authorize or consummate consummation by them of the transactions contemplated hereby or therebyhereby. This Agreement and the Ancillary Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company Parent and (Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and constitutes the Ancillary Agreements to which the Company is a party by each of the other parties hereto and thereto) constitute valid and binding obligations agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with their respective its terms, except as the such enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar and other Laws of general applicability relating to or affecting the creditors’ rights and by general principles of creditors generally and the availability equity (regardless of equitable relief (whether such enforceability is considered in proceedings a proceeding in equity or at law or in equitylaw). (b) Assuming The execution and delivery by Parent and Merger Sub of this Agreement and the Shareholder Consentperformance by Parent and Merger Sub of their obligations hereunder do not and will not require any Consents other than (i) with respect to the Merger, the filing of the First Agreement Certificate of Merger with the Secretary of State of the State of CaliforniaDelaware in accordance with the DGCL, the Fairness Approval and that those consents, authorizations, filings, notifications and other actions set forth on Section 5.5 (ii) Consents of the Company Disclosure Schedule have been SEC or under state securities or “blue sky” laws and the securities laws of any foreign country, and such Consents as may be required in any jurisdiction where Parent or Merger Sub is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, and (iii) any other Consents that, if they were not obtained or made, neither would not reasonably be expected, individually or in the execution aggregate, to have a Parent Material Adverse Effect. (c) Assuming compliance with the matters referenced in Section 3.3(b), the execution, delivery and delivery performance by the Company Parent and Merger Sub of this Agreement or the Ancillary Agreements to which the Company is a party nor and the consummation by the Company of any Parent and Merger Sub of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the terms or provisions hereof or thereof, do not and will not (i) violate any provision of contravene or conflict with the articles of incorporation, charter organizational or bylaws or comparable organizational governing documents of the Company Parent or Merger Sub, (ii) (x) violate, contravene or conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, result in constitute a breach violation of any provision of any Law binding upon or the loss applicable to Parent or Merger Sub or any of any benefit under, constitute a default their respective properties or assets or (or an event which, with or without notice or lapse of time, or both, would constitute a defaultiii) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Encumbrance Lien (other than Permitted Liens) upon any of the Company Preferred Stock, the Company Common Stock or any Encumbrance upon the properties, contracts properties or assets of Parent or Merger Sub; provided, however, than no representation or warranty is made in the Company underforegoing clauses (ii) and (iii) with respect to matters that would not reasonably be expected, individually or require any noticein the aggregate, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation to which the Company is have a party, or by which the Company or any of its properties or assets may be bound or affected in any material respectParent Material Adverse Effect.

Authorization; No Conflicts. (a) The Company has full Seller and each of the Selling Entities (if any) and each other Subsidiary of Seller, if any, has, or solely in the case of each such other Subsidiary of Seller will have at or prior to the Closing Date, the requisite corporate power and authority authority, and has, or solely in the case of each such other Subsidiary of Seller will have at or prior to the Closing Date, taken all corporate action necessary to execute and deliver this Agreement and the Ancillary Agreements each Other Transaction Document to which it is is, or shall become a party, to perform its obligations hereunder and thereunder (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder), and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) of this Agreement and each Other Transaction Document by Seller and each of the Ancillary Agreements Selling Entities and each other Subsidiary of Seller, if applicable, and the consummation (including, if not a signatory hereto or thereto, but actions are contemplated to which be taken by such Person hereunder or thereunder) by Seller, each of such Selling Entities and each such other Subsidiary of Seller of the Company is a party transactions contemplated hereby and thereby, have been, or solely in the case of each such other Subsidiary of Seller will have been at or prior to the Closing Date, duly authorized and approved by the Boards of Directors or Managers, as applicable, of Seller, the Selling Entities and such other Subsidiaries of Seller, and no other corporate action on the part of Seller, the Selling Entities or such other Subsidiaries of Seller is, or solely in the case of each such other Subsidiary of Seller will be at the Closing, necessary to authorize the execution, delivery and performance of this Agreement and, if applicable, the Other Transaction Documents by Seller, each Selling Entity, and each such other Subsidiary of Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Company's Board of Directors and except for (i) the Shareholder Consent and (ii) the filing of the First Agreement of Merger with the Secretary of State of the State of California, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements Other Transaction Documents to which the Company is a party have been duly and validly be executed and delivered by Seller, each Selling Entity, if any, and each such other Subsidiary of Seller, if any, which may be a party to any Other Transaction Documents have been or, to the Company extent not executed as of the date hereof, will be duly executed and delivered by Seller, any such Selling Entity (if applicable) and any such other Subsidiary of Seller, if applicable, and, assuming the due authorization, execution and delivery of that this Agreement and the Ancillary Agreements to which the Company is a party by each of the other parties hereto and thereto) constitute Other Transaction Documents constitutes a valid and binding obligations obligation of Purchaser, constitutes, or solely in the case of each such other Subsidiary of Seller will constitute as of the CompanyClosing Date, a valid and binding obligation of Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, enforceable against the Company Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, in accordance with their respective terms, except as to the extent that their enforceability thereof may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the enforcement of creditors’ rights of creditors generally and the availability of by general equitable relief (whether in proceedings at law or in equity)principles. (b) Assuming The execution and delivery of this Agreement and each Other Transaction Document to be executed and delivered by Seller and each Selling Entity, if any, which may be a party to any Other Transaction Document as contemplated hereby do not, and the Shareholder Consent, the filing consummation of the First transactions contemplated by this Agreement of Merger and the Other Transaction Documents will not, (i) conflict with the Secretary of State any of the State provisions of Californiathe certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Seller, any Selling Entity or any Target Company, (ii) conflict with or result in a breach of, or constitute a default under, any Permit or Contract of Seller or any Selling Entity or Target Company, as applicable or (iii) subject to the Fairness Approval and that those receipt or making of the consents, approvals, authorizations, filingsand filings referred to in Section 3.6, notifications contravene any Law or Order currently in effect, except in the case of clauses (ii) and other actions set forth on Section 5.5 of (iii) above, for such conflicts, breaches, defaults or contraventions, which would not reasonably be expected to (x) have, individually or in the aggregate, a Company Disclosure Schedule have been obtained Material Adverse Effect or made, neither (y) impair or delay Seller’s ability to consummate the execution and delivery transactions contemplated by the Company of this Agreement or the Ancillary Agreements to which the Company is a party nor the consummation by the Company of any of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the terms or provisions hereof or thereof, will (i) violate any provision of the articles of incorporation, charter or bylaws or comparable organizational documents of the Company or (ii) (x) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Encumbrance upon the Company Preferred Stock, the Company Common Stock or any Encumbrance upon the properties, contracts or assets of the Company under, or require any notice, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation to which the Company is a party, or by which the Company or any of its properties or assets may be bound or affected in any material respectOther Transaction Documents.

Authorization; No Conflicts. (a) The Company Merger Sub has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by Merger Sub of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by Merger Sub of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Company's Board of Directors and except for (i) the Shareholder Consent and (ii) the filing of the First Agreement of Merger with the Secretary of State of the State of California, no other all necessary corporate proceedings action on the part of the Company are necessary to approve this Agreement or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or therebyMerger Sub. This Agreement and the Ancillary Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company Merger Sub and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which the Company is constitutes a party by each of the other parties hereto and thereto) constitute valid and binding obligations agreement of the CompanyMerger Sub, enforceable against the Company it in accordance with their respective its terms, except as the such enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or and other similar Laws laws relating to or affecting the rights creditors generally, by general equity principles (regardless of creditors generally and the availability of equitable relief (whether such enforceability is considered in proceedings a proceeding in equity or at law or in equitylaw). (b) Assuming the Shareholder Consent, the filing The Board of the First Agreement Directors of Merger with Sub, by resolutions duly adopted by unanimous written consent which have not subsequently been rescinded or modified in any way (the Secretary "MERGER SUB BOARD APPROVAL"), has duly (i) determined that this Agreement and the Merger are advisable and fair to and in the best interests of State Merger Sub and its sole stockholder, (ii) approved this Agreement and the Merger and (iii) recommended that the sole stockholder of Merger Sub approve this Agreement and the State of California, Merger and directed that this Agreement and the Fairness Merger be submitted for consideration by Merger Sub's sole stockholder. The Merger Sub Board Approval and that those consents, authorizations, filings, notifications and other actions set forth on Section 5.5 of the Company Disclosure Schedule have been obtained or made, neither the execution and delivery by the Company constitutes approval of this Agreement and the Merger for purposes of Section 203 of the DGCL. To the Knowledge of Merger Sub, except for Section 203 of the DGCL, no state takeover statute is applicable to the Merger or the Ancillary Agreements other transactions contemplated hereby. The sole stockholder of Merger Sub, by resolutions duly adopted pursuant to which written consent and not subsequently rescinded or modified in any way, has approved this Agreement and the Company is a party nor Merger. (c) The execution, delivery and performance by Merger Sub of this Agreement and the consummation by the Company of any Merger Sub of the transactions contemplated hereby do not and will not contravene or thereby, nor compliance by conflict with the Company with any certificate of the terms or provisions hereof or thereof, will (i) violate any provision of the articles of incorporation, charter incorporation or bylaws or comparable organizational documents of the Company or (ii) (x) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Encumbrance upon the Company Preferred Stock, the Company Common Stock or any Encumbrance upon the properties, contracts or assets of the Company under, or require any notice, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation to which the Company is a party, or by which the Company or any of its properties or assets may be bound or affected in any material respectMerger Sub.

Authorization; No Conflicts. (a) The Company TKB has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyeach other Transaction Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to TKB Shareholder Approval. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which the Company is a party each other Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company's Board of Directors and except for (i) the Shareholder Consent and (ii) the filing of the First Agreement of Merger with the Secretary of State of the State of California, no other corporate proceedings all requisite action on the part of the Company TKB, and no other proceedings on their part are necessary to approve this Agreement authorize the execution, delivery or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery performance of this Agreement and the Ancillary other Transaction Agreements (other than obtaining TKB Shareholder Approval and filing the TKB Merger Filing Documents with the Cayman Registrar as required by the Cayman Companies Act). This Agreement and each other Transaction Agreement to which TKB is a party has been, or will be at or prior to the Closing, duly and validly authorized, executed and delivered by TKB, and assuming that this Agreement and each of the Transaction Agreements to which the Company TKB is a party to be executed by each TKB is a valid and binding obligation of the other parties hereto and thereto) constitute , this Agreement and each other Transaction Agreement to which TKB is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of the CompanyTKB, enforceable against the Company it in accordance with their respective terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or and similar Laws relating to or affecting creditors’ rights or to general principles of equity (the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity“Enforceability Exceptions”). (b) Assuming Except (i) for the Shareholder Consentrequirements under the Securities Laws, the filing of the First Agreement of Merger with the Secretary of State of the State of California, the Fairness Approval Nasdaq and any other Laws that those consents, authorizations, filings, notifications and other actions set forth on Section 5.5 of the Company Disclosure Schedule have been obtained or made, neither the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is a party nor are required for the consummation by the Company of any of the transactions contemplated hereby or and (ii) as set forth on Section 3.2(b)of the TKB Disclosure Schedules, the execution, delivery and performance of this Agreement and each of the Transaction Agreements to be executed by TKB and the consummation of the transactions contemplated hereby and thereby, nor or compliance by the Company TKB with any of the terms or provisions hereof or thereof, do not and will not (ia) violate assuming the TKB Shareholder Approval is obtained, conflict with or result in any violation of any provision of the articles of incorporationTKB Organizational Documents, charter or bylaws or comparable organizational documents of the Company or (iib) (x) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision or violation of or the loss of any benefit under, constitute a default (or an event which, which with or without notice or lapse of time, time or both, both would constitute become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the termination triggering of any payment or a other obligation or any right of termination consent or cancellation under, accelerate approval or result in a right of acceleration of the performance required byfirst offer or refusal, or result in the creation of a Lien on any Encumbrance upon material property or asset of TKB, (c) subject to the Company Preferred Stockapprovals and filings set forth in this Agreement and assuming TKB Shareholder Approval is obtained, the Company Common Stock conflict with or violate any outstanding judgment, order or decree, any applicable Law, or any Encumbrance upon rule or regulation of any securities exchange on which TKB Securities are listed for trading, or any of the properties, contracts material properties or assets of TKB, except, in the Company undercase of clauses (b) and (c) above, for any such conflicts, violations, breaches, defaults or require any noticeother occurrences which are not reasonably expected to be material to TKB. (c) Except for (i) with respect to the adoption and approval of this Agreement and the TKB Merger and the other transactions contemplated by this Agreement as TKB’s Business Combination, approvalan ordinary resolution passed by the affirmative vote of holders of a simple majority of the TKB Shares and (ii) with respect to the adoption and approval of the TKB Plan of Merger, waiver a special resolution passed by the affirmative vote of holders of a majority of at least two-thirds of the TKB Shares, in each case that are present and voting at a quorate general meeting and compliant with the provisions of the Cayman Companies Act (the “TKB Shareholder Approval”), no other vote or consent underof the holders of any class or series of TKB Securities is required or necessary to adopt or approve this Agreement, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or the other instrument or obligation Transaction Agreements to which the Company TKB is a party, or the TKB Merger and the other transactions contemplated by which the Company or any of its properties or assets may be bound or affected in any material respectthis Agreement.

Authorization; No Conflicts. (a) The Company has full Seller and each of the Selling Entities (if any) and each other Subsidiary of Seller, if any, has, or solely in the case of each such other Subsidiary of Seller will have at or prior to the Closing Date, the requisite corporate power and authority authority, and has, or solely in the case of each such other Subsidiary of Seller will have at or prior to the Closing Date, taken all corporate action necessary to execute and deliver this Agreement and the Ancillary Agreements each Other Transaction Document to which it is is, or shall become a party, to perform its obligations hereunder and thereunder (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder), and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance (including, if not a signatory hereto or thereto, but actions are contemplated to be taken by such Person hereunder or thereunder) of this Agreement and each Other Transaction Document by Seller and each of the Ancillary Agreements Selling Entities and each other Subsidiary of Seller, if applicable, and the consummation (including, if not a signatory hereto or thereto, but actions are contemplated to which be taken by such Person hereunder or thereunder) by Seller, each of such Selling Entities and each such other Subsidiary of Seller of the Company is a party transactions contemplated hereby and thereby, have been, or solely in the case of each such other Subsidiary of Seller will have been at or prior to the Closing Date, duly authorized and approved by the Boards of Directors or Managers, as applicable, of Seller, the Selling Entities and such other Subsidiaries of Seller, and no other corporate action on the part of Seller, the Selling Entities or such other Subsidiaries of Seller is, or solely in the case of each such other Subsidiary of Seller will be at the Closing, necessary to authorize the execution, delivery and performance of this Agreement and, if applicable, the Other Transaction Documents by Seller, each Selling Entity, and each such other Subsidiary of Seller and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved by the Company's Board of Directors and except for (i) the Shareholder Consent and (ii) the filing of the First Agreement of Merger with the Secretary of State of the State of California, no other corporate proceedings on the part of the Company are necessary to approve this Agreement or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements Other Transaction Documents to which the Company is a party have been duly and validly be executed and delivered by Seller, each Selling Entity, if any, and each such other Subsidiary of Seller, if any, which may be a party to any Other Transaction Documents have been or, to the Company extent not executed as of the date hereof, will be duly executed and delivered by Seller, any such Selling Entity (if applicable) and any such other Subsidiary of Seller, if applicable, and, assuming the due authorization, execution and delivery of that this Agreement and the Ancillary Agreements to which the Company is a party by each of the other parties hereto and thereto) constitute Other Transaction Documents constitutes a valid and binding obligations obligation of Purchaser, constitutes, or solely in the case of each such other Subsidiary of Seller will constitute as of the CompanyClosing Date, a valid and binding obligation of Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, enforceable against the Company Seller, each such Selling Entity (if applicable) and each such other Subsidiary of Seller, in accordance with their respective terms, except as to the extent that their enforceability thereof may be subject to or limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to or affecting the enforcement of creditors' rights of creditors generally and the availability of by general equitable relief (whether in proceedings at law or in equity)principles. (b) Assuming The execution and delivery of this Agreement and each Other Transaction Document to be executed and delivered by Seller and each Selling Entity, if any, which may be a party to any Other Transaction Document as contemplated hereby do not, and the Shareholder Consent, the filing consummation of the First transactions contemplated by this Agreement of Merger and the Other Transaction Documents will not, (i) conflict with the Secretary of State any of the State provisions of Californiathe certificate of incorporation or by-laws or other equivalent charter documents, as applicable, of Seller, any Selling Entity or any Target Company, (ii) conflict with or result in a breach of, or constitute a default under, any Permit or Contract of Seller or any Selling Entity or Target Company, as applicable or (iii) subject to the Fairness Approval and that those receipt or making of the consents, approvals, authorizations, filingsand filings referred to in Section 3.6, notifications contravene any Law or Order currently in effect, except in the case of clauses (ii) and other actions set forth on Section 5.5 of (iii) above, for such conflicts, breaches, defaults or contraventions, which would not reasonably be expected to (x) have, individually or in the aggregate, a Company Disclosure Schedule have been obtained Material Adverse Effect or made, neither (y) impair or delay Seller's ability to consummate the execution and delivery transactions contemplated by the Company of this Agreement or the Ancillary Agreements to which the Company is a party nor the consummation by the Company of any of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the terms or provisions hereof or thereof, will (i) violate any provision of the articles of incorporation, charter or bylaws or comparable organizational documents of the Company or (ii) (x) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Encumbrance upon the Company Preferred Stock, the Company Common Stock or any Encumbrance upon the properties, contracts or assets of the Company under, or require any notice, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation to which the Company is a party, or by which the Company or any of its properties or assets may be bound or affected in any material respectOther Transaction Documents.

Authorization; No Conflicts. (a) The Company Each of Parent and Merger Sub has full all requisite corporate power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation by them of the transactions contemplated hereby and thereby have been duly and validly approved authorized by all necessary action on the Company's Board part the board of Directors directors of each of Parent and Merger Sub and by Parent, as the sole stockholder of Merger Sub, and, except only, with respect to the Merger, for (i) the Shareholder Consent and (ii) the filing of the First Agreement Certificate of Merger with the Secretary of State of the State of CaliforniaDelaware pursuant to the DGCL, no other corporate proceedings on the part of the Company Parent or Merger Sub are necessary to approve authorize the execution, delivery and performance of this Agreement or and the Ancillary Agreements to which the Company is a party or to authorize or consummate consummation by them of the transactions contemplated hereby or therebyhereby. This Agreement and the Ancillary Agreements to which the Company is a party have has been duly and validly executed and delivered by the Company Parent and (Merger Sub and, assuming the due authorization, execution and delivery of this Agreement and constitutes the Ancillary Agreements to which the Company is a party by each of the other parties hereto and thereto) constitute valid and binding obligations agreement of the Company, this Agreement constitutes the valid and binding agreement of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with their respective its terms, except as the such enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar and other Laws of general applicability relating to or affecting the creditors' rights and by general principles of creditors generally and the availability equity (regardless of equitable relief (whether such enforceability is considered in proceedings a proceeding in equity or at law or in equitylaw). (b) Assuming The execution and delivery by Parent and Merger Sub of this Agreement and the Shareholder Consentperformance by Parent and Merger Sub of their obligations hereunder do not and will not require any Consents other than (i) with respect to the Merger, the filing of the First Agreement Certificate of Merger with the Secretary of State of the State of CaliforniaDelaware in accordance with the DGCL, the Fairness Approval and that those consents, authorizations, filings, notifications and other actions set forth on Section 5.5 (ii) Consents of the Company Disclosure Schedule have been SEC or under state securities or "blue sky" laws and the securities laws of any foreign country, and such Consents as may be required in any jurisdiction where Parent or Merger Sub is qualified or authorized to do business as a foreign corporation in order to maintain such qualification or authorization, and (iii) any other Consents that, if they were not obtained or made, neither would not reasonably be expected, individually or in the execution aggregate, to have a Parent Material Adverse Effect. (c) Assuming compliance with the matters referenced in Section 3.3(b), the execution, delivery and delivery performance by the Company Parent and Merger Sub of this Agreement or the Ancillary Agreements to which the Company is a party nor and the consummation by the Company of any Parent and Merger Sub of the transactions contemplated hereby or thereby, nor compliance by the Company with any of the terms or provisions hereof or thereof, do not and will not (i) violate any provision of contravene or conflict with the articles of incorporation, charter organizational or bylaws or comparable organizational governing documents of the Company Parent or Merger Sub, (ii) (x) violate, contravene or conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, result in constitute a breach violation of any provision of any Law binding upon or the loss applicable to Parent or Merger Sub or any of any benefit under, constitute a default their respective properties or assets or (or an event which, with or without notice or lapse of time, or both, would constitute a defaultiii) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Encumbrance Lien (other than Permitted Liens) upon any of the Company Preferred Stock, the Company Common Stock or any Encumbrance upon the properties, contracts properties or assets of Parent or Merger Sub; provided, however, than no representation or warranty is made in the Company underforegoing clauses (ii) and (iii) with respect to matters that would not reasonably be expected, individually or require any noticein the aggregate, approval, waiver or consent under, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation to which the Company is have a party, or by which the Company or any of its properties or assets may be bound or affected in any material respectParent Material Adverse Effect.

Authorization; No Conflicts. (a) The Company Each of Parent and Merger Sub has full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Ancillary Agreements to which the Company each of Parent and Merger Sub is a party and the consummation of the transactions contemplated hereby and thereby have been duly and validly approved authorized by the Company's Board of Directors and except for (i) the Shareholder Consent and (ii) the filing of the First Agreement of Merger with the Secretary of State of the State of California, no other all necessary corporate proceedings action on the part of each of Parent and Merger Sub, and no other corporate action on the Company are part of Parent or Merger Sub is necessary to approve this Agreement or the Ancillary Agreements to which the Company is they are a party or to authorize or consummate the transactions contemplated hereby or and thereby. This Agreement and the Ancillary Agreements to which the Company each of Parent and Merger Sub is a party have been duly and validly executed and delivered by the Company each of Parent and Merger Sub (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party by each of the other parties hereto and thereto) constitute valid and binding obligations of the Companyeach of Parent and Merger Sub, enforceable against the Company each of Parent and Merger Sub in accordance with their respective terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity). (b) Assuming the Shareholder Consentall consents, the filing of the First Agreement of Merger with the Secretary of State of the State of California, the Fairness Approval and that those consentsapprovals, authorizations, filings, filings and notifications and other actions set forth on in Section 5.5 of the Company Disclosure Schedule 6.3 have been obtained or made, neither the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company it is a party by each of Parent and Merger Sub nor the consummation by the Company of any Parent or Merger Sub of the transactions contemplated hereby or therebythereby to be performed by Parent or Merger Sub, nor compliance by the Company Parent or Merger Sub with any of the terms or provisions hereof or thereof, will (i) violate any provision of the articles of incorporation, charter or bylaws or comparable organizational documents of Merger Sub or violate any provision of the Company certificate of incorporation or bylaws of Parent, (ii) (x) violate, conflict with or require any notice, filing, consent, waiver consent or approval under any material applicable Law to which the Company Parent, Merger Sub or any of its their respective properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision of or the loss of any benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or a right of termination or cancellation under, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Encumbrance upon the Company Preferred Parent Common Stock, the Company Common Stock or any Encumbrance upon the properties, contracts or assets of the Company Parent or Merger Sub under, or require any notice, approval, waiver approval or consent under, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation to which the Company Parent Merger Sub is a party, or by which the Company Parent Merger Sub, or any of its their respective properties or assets assets, may be bound or affected in any material respect.

Authorization; No Conflicts. (a) The Company has Each of Wejo and Merger Sub 1 has, and H▇▇▇▇▇ and Merger Sub 2 will have upon executing the Joinders as set forth in Section 5.23, full corporate power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is a partyeach other Transaction Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject to Wejo Shareholder Approval and the Merger Sub Shareholder Approvals. The execution execution, delivery and delivery performance of this Agreement and the Ancillary Agreements to which the Company is a party each other Transaction Agreement and the consummation of the transactions contemplated hereby and thereby have been been, or will be, as to the parties executing J▇▇▇▇▇▇▇ as set forth in Section 5.23, upon execution of such J▇▇▇▇▇▇▇, duly and validly authorized and approved by the Company's Board of Directors and except for (i) the Shareholder Consent and (ii) the filing of the First Agreement of Merger with the Secretary of State of the State of California, no other corporate proceedings all requisite action on the part of the Company Wejo, Holdco and Merger Subs, and no other proceedings on their part are necessary to approve this Agreement authorize the execution, delivery or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or thereby. This Agreement and the Ancillary Agreements to which the Company is a party have been duly and validly executed and delivered by the Company and (assuming the due authorization, execution and delivery performance of this Agreement and the Ancillary other Transaction Agreements (other than obtaining Wejo Shareholder Approval, the Merger Sub Shareholder Approvals, and filing the required TKB Merger Filing Documents and Wejo Merger Filing Documents with the Cayman Registrar in accordance with the Cayman Companies Act and the Registrar of Companies in Bermuda in accordance with the Bermuda Companies Act, respectively). This Agreement and each other Transaction Agreement to which Holdco, Wejo or Merger Subs are a party has been, or will be at or prior to the Closing, duly and validly authorized, executed and delivered by each of Wejo, Merger Sub 1, Merger Sub 2 and Holdco, and assuming that this Agreement and each of the Transaction Agreements to which the Company Wejo, Holdco, Merger Sub 1 or Merger Sub 2 is a party to be executed by each of Holdco, Wejo, Merger Sub 1 and Merger Sub 2 is a valid and binding obligation of the other parties hereto and thereto) constitute , this Agreement and each other Transaction Agreement to which Holdco, Wejo, Merger Sub 1 or Merger Sub 2 is a party constitute, or when so executed and delivered will constitute, legal, valid and binding obligations of the Companyeach of Holdco, Wejo and Merger Subs, enforceable against the Company it in accordance with their respective terms, except as the enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting the rights of creditors generally and the availability of equitable relief (whether in proceedings at law or in equity)any Enforceability Exceptions. (b) Assuming Except (i) for the Shareholder Consentrequirements under the Securities Laws, the filing of the First Agreement of Merger with the Secretary of State of the State of California, the Fairness Approval Nasdaq and any other Laws that those consents, authorizations, filings, notifications and other actions set forth on Section 5.5 of the Company Disclosure Schedule have been obtained or made, neither the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is a party nor are required for the consummation by the Company of any of the transactions contemplated hereby or (including the Investment Screening Laws) and (ii) as set forth on Section 4.3(b) of the Wejo Disclosure Schedules, the execution, delivery and performance of this Agreement and each of the Transaction Agreements to be executed by Holdco, Wejo and/or Merger Subs and the consummation of the transactions contemplated hereby and thereby, nor or compliance by the Company Holdco, Wejo and Merger Subs with any of the terms or provisions hereof or thereof, do not and will not (ia) violate assuming the Wejo Shareholder Approval and the Merger Sub Shareholder Approvals are obtained, conflict with or result in any violation of any provision of (1) the articles of incorporationWejo Organizational Documents, charter (2) the Holdco Organizational Documents or bylaws or comparable (3) the equivalent organizational documents of the Company or Merger Subs, (iib) (x) violate, conflict with or require any notice, filing, consent, waiver or approval under any material Law to which the Company or any of its properties, contracts or assets are subject, or (y) violate, conflict with, result in a breach of any provision or violation of or the loss of any benefit under, constitute a default (or an event which, which with or without notice or lapse of time, time or both, both would constitute become a default) under, give to others any right of termination, amendment, acceleration or cancellation of, result in the termination triggering of any payment or a other obligation or any right of termination consent or cancellation under, accelerate approval or result in a right of acceleration of the performance required byfirst offer or refusal, or result in the creation of a Lien on any Encumbrance upon the Company Preferred Stock, the Company Common Stock material property or asset of Wejo or any Encumbrance upon Wejo Subsidiary, (c) subject to the propertiesapprovals and filings set forth in this Agreement and assuming Wejo Shareholder Approval and the Merger Sub Shareholder Approvals are obtained, contracts conflict with or violate any outstanding judgment, order or decree, any applicable Law, or any rule or regulation of any securities exchange on which Wejo Common Shares are listed for trading, in each case applicable to Wejo or any Wejo Subsidiary or any of the material properties or assets of Wejo or any Wejo Subsidiary, except, in the Company undercase of clauses (b) and (c) above, for any such conflicts, violations, breaches, defaults or require other occurrences which are not reasonably expected, individually or in the aggregate, to be material to Wejo, Holdco, Merger Subs or any noticeWejo Subsidiary, approval, waiver taken as a whole. (c) The affirmative vote (or action by written consent) (the “Wejo Shareholder Approval”) of the majority of holders of the Wejo Common Shares that are present and voting at a quorate general meeting is the only vote or consent underof the holders of any class or series of Wejo Common Shares necessary to adopt or approve this Agreement, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or the other instrument or obligation Transaction Agreements to which the Company Wejo is a party, and the other transactions contemplated by this Agreement. The vote (or action by which written consent) (the Company “Merger Sub Shareholder Approvals”) of Holdco, as the sole shareholder of each Merger Sub, is the only vote or consent of the holders of any class or series of its properties or assets may be bound or affected in any material respectshare capital of the Merger Subs necessary to approve the Mergers and the other transactions contemplated by this Agreement, and to adopt this Agreement.

Authorization; No Conflicts. (a) Seller has the requisite corporate power and corporate authority to enter into this Agreement and to carry out its obligations hereunder. The Company Trust has full corporate the requisite power and authority to execute and deliver enter into this Agreement and the Ancillary Agreements Registration Rights Agreement and to which it is a party, to perform carry out its obligations hereunder and thereunder thereunder. The execution, delivery and performance of this Agreement by Seller has been duly and validly authorized by its Board of Directors and by all other necessary action on the part of Seller, and no other proceedings on the part of Seller (including shareholder approval) are necessary to authorize this Agreement or to consummate the transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance of this Agreement and by the Ancillary Agreements to which the Company is a party and the consummation of the transactions contemplated hereby and thereby have Trust has been duly and validly approved authorized by the Company's Board of Directors Trust Managers and except for (i) by all other necessary action on the Shareholder Consent and (ii) the filing part of the First Agreement of Merger with the Secretary of State of the State of CaliforniaTrust, and no other corporate proceedings on the part of the Company Trust (including shareholder approval) are necessary to approve authorize this Agreement or the Ancillary Agreements to which the Company is a party or to authorize or consummate the transactions contemplated hereby or therebyhereby. This Agreement and the Ancillary Agreements to which the Company is a party have has been duly and validly executed and delivered by Seller and constitutes the Company and (assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party by each of the other parties hereto and thereto) constitute legally valid and binding obligations obligation of the CompanySeller, enforceable against the Company Seller in accordance with their respective its terms, except as the such enforceability thereof may be subject to or limited by bankruptcy, insolvency, reorganization, moratorium or and other similar Laws laws and equitable principles relating to or affecting limiting creditors' rights generally. This Agreement has been duly executed and delivered by the Trust and constitutes the legally valid and binding obligation of the Trust, enforceable against the Trust in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws and equitable principles relating to or limiting creditors' rights of creditors generally and the availability of equitable relief (whether generally. Except as set forth in proceedings at law or in equity). (b) Assuming the Shareholder ConsentSchedule 3.5, the filing of the First Agreement of Merger with the Secretary of State of the State of Californiaexecution, the Fairness Approval delivery and that those consents, authorizations, filings, notifications and other actions set forth on Section 5.5 of the Company Disclosure Schedule have been obtained or made, neither the execution and delivery by the Company performance of this Agreement or by Seller and the Ancillary Agreements to which the Company is a party nor Trust and the consummation by Seller and the Company of any Trust of the transactions contemplated hereby or therebyhereby, nor compliance by the Company with any Share Purchase Agreement between the Trust and Buyer, dated as of December 13, 1996 (the terms or provisions hereof or thereof"December 13 Agreement") and by the share purchase agreements dated as of November 25, will 1996 between Buyer and (i) violate Pure World, Inc. and (ii) Jonathan Tratt, Stan▇▇▇ ▇. ▇. ▇▇rwi▇▇, ▇▇it▇ ▇▇▇▇▇▇ ▇▇▇ ▇. J. ▇▇▇▇▇ (▇▇▇ "Sel▇▇▇▇ ▇▇▇▇▇holder Agreements") will not (i) conflict with or result in the breach of any provision of provisions of, or trigger any preferential rights under, the articles of incorporation, Charter Documents or the charter or bylaws or comparable organizational documents of the Company Subsidiaries or Trust Partnerships, (ii) (x) violateresult in a breach or violation of, conflict with a default under, or require the triggering of any noticepayment or other material obligations pursuant to, filingor accelerate vesting under, consent, waiver or approval under any material Law to which the Company Trust Benefit Plans or any grant or award thereunder or any employment or consulting agreement or arrangement of its propertiesthe Trust, contracts any Subsidiary or assets are subjectany Trust Partnership, or (yiii) violate, conflict with, result in a breach of any provision of or the loss of any benefit underof, constitute a default (or an event which, with or without notice or lapse of time, time or both, would constitute a default) under, result in the termination of or in a right of termination or cancellation underof, accelerate or result in a right of acceleration of the performance required by, result in the creation of any Encumbrance upon any Properties under, result in the Company Preferred Stock, the Company Common Stock or triggering of any Encumbrance upon the properties, contracts or assets of the Company rights under, or result in being declared void, voidable or without further binding effect, any of the terms or provisions of any Material Contract of the Trust, any Subsidiary or any Trust Partnership or (iv) violate any Law. Schedule 3.5 lists all Permits and Approvals required to be obtained by Seller, the Trust, Subsidiaries and Trust Partnerships to consummate the transactions contemplated hereby and by the December 13 Agreement. Except for matters identified in Schedule 3.5 as requiring that certain actions be taken by or with respect to a third party or Governmental Entity, the execution and delivery of this Agreement by Seller and the Trust and the consummation of the transactions contemplated hereby and by the December 13 Agreement will not require the consent, authorization or approval of filing or registration with, or the issuance of any Permit by, any other third party or Governmental Entity under the terms of any applicable Laws or Material Contracts of Seller, the Trust, Subsidiaries or Trust Partnerships. 5 Legal Proceedings. Except as set forth in Schedule 3.6 and except with respect to the Pure World Litigation, there is no Order or Action pending, or to the knowledge of Seller or the Trust threatened, against or affecting the Trust, any Subsidiary, any Trust Partnership, any Trust Manager in his capacity as a trust manager of the Trust or any of the Properties which (i) questions the validity of this Agreement, the Registration Rights Agreement, the Settlement Agreement or any action taken or to be taken pursuant hereto or thereto, or (ii) individually or when aggregated with one or more other Orders or Actions has, or if determined adversely will have, a material adverse effect on the business, financial condition, assets, results of operations or prospects of the Trust, any Subsidiary or any Trust Partnership or on the Trust's ability to perform this Agreement. To Seller's and the Trust's knowledge, Schedule 3.6 lists each Order and each Action that (i) involves a claim or potential claim of aggregate liability in excess of $50,000 against the Trust, any Subsidiary or any Trust Partnership that is not covered by insurance, (ii) involves a claim or potential claim of aggregate liability brought by the Trust, any Subsidiary or any Trust Partnership against a tenant under any Tenant Lease which Tenant Lease obligates such tenant to pay rent to the Trust, any Subsidiary or any Trust Partnership during the year ending December 31, 1996 in an amount equal to or in excess of $150,000, or (iii) that enjoins or seeks to enjoin any activity by the Trust, any Subsidiary or any Trust Partnership. There is no matter as to which the Trust, any Subsidiary or any Trust Partnership has received any notice, approval, waiver claim or consent underassertion in connection with which any such Person has or may reasonably be expected to have any right to be indemnified by the Trust, any material note, bond, mortgage, indenture, deed of trust, customer contract, license, lease, agreement or other instrument or obligation to which the Company is a party, or by which the Company Subsidiary or any of its properties or assets may be bound or affected in any material respectTrust Partnership.