Common use of Authorization Clause in Contracts

Authorization. Each of the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authorization. Each of the Parent and Merger Sub (a) The Company has the requisite legal all necessary corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its respective obligations hereunder and thereunder and and, subject to any required approval of the Merger by the Required Company Vote, to consummate the transactions contemplated hereby and therebyhereby. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement by the Company and the consummation by the Company of the transactions contemplated hereby, hereby have been duly and validly authorized by all necessary action, and no other corporate action on the part of the Parent or Merger Sub is Company and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than than, with respect to the Merger, the approval and adoption of this Agreement immediately after the execution and delivery of this Agreement Merger by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubRequired Company Vote, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is partyif required, and the consummation by it filing of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery appropriate merger documents as required by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this AgreementDGCL). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company and, and (assuming the due and valid authorization, execution and delivery hereof by the other parties hereto) constitutes a valid and binding agreement of the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, terms except as enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to creditors’ creditor’s rights generally and or by legal principles of general applicability governing the availability of equitable remedies. (b) general principles The Board of equityDirectors of the Company, whether such enforceability at a meeting duly called and held, has unanimously approved and determined that this Agreement, the Offer, the Top-Up Option and the Merger are advisable and unanimously resolved to recommend that the holders of Shares accept the Offer, tender their Shares and, if required by applicable Law, approve this Agreement, the Top-Up Option and the Merger, all of which determinations, approvals and resolutions have not been rescinded, modified or withdrawn as of the date hereof. If required by applicable Law, the affirmative vote of the holders of at least a majority of the issued and outstanding Shares to approve this Agreement and the Merger (the “Required Company Vote”) is considered in a proceeding in the only vote of holders of Shares or other securities (equity or at Lawotherwise) of the Company necessary to consummate the Merger.

Authorization. Each of the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by each Seller of this Agreement and the Parent and Merger Sub other agreements to be entered into by it pursuant to the terms of this Agreement, and the consummation by Seller of the transactions contemplated herebyhereby and thereby, are within Seller’s corporate powers, are not in contravention of the terms of Seller’s Constituent Documents, and have been duly authorized and approved by all necessary actionSeller’s board of directors and, and no if required by Law or Seller’s Constituent Documents, by the stockholders of Seller. No other action corporate or limited liability company, as the case may be, proceedings on the part of the Parent Seller or Merger Sub is any Acquired Entity are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each Seller or any Acquired Entity of this Agreement or the other agreements to be entered into by Seller or any Acquired Entity pursuant to the terms of this Agreement. (b) This Agreement has been duly and validly executed and delivered by Seller, and, as of the Parent and Merger Sub Closing, the other agreements to be entered into by Seller or any Acquired Entity pursuant to the terms of each Ancillary this Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly validly executed and delivered by Seller or such Acquired Entity, as the Company andcase may be. This Agreement constitutes, and upon their execution and delivery, such other agreements will constitute, the legal, valid and binding obligations of Seller and any Acquired Entity party thereto, enforceable against Seller and any Acquired Entity party thereto in accordance with their respective terms (assuming the due valid authorization, execution and delivery hereof and thereof by the CompanyPurchaser and any other unaffiliated entity that is a party thereto), constitutes a legalsubject, valid and binding obligation of in each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its termscase, except as limited by (a) to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other moratorium and similar Laws of general application relating to or affecting creditors’ rights generally and (b) to general principles of equitycommercial reasonableness, whether such enforceability is considered in a proceeding in equity or at Lawgood faith and fair dealing.

Authorization. Each (a) The Member has the right, power and capacity to execute and deliver this Agreement and any other certificate, agreement, document or other instrument to be executed and delivered by the Member in connection with the transactions contemplated by this Agreement (collectively, the “Member Ancillary Documents”) and to perform the Member’s obligations under this Agreement and the Member Ancillary Documents and to consummate the transactions contemplated hereby and thereby. This Agreement and each of the Parent Member Ancillary Documents have been duly executed and Merger Sub delivered by the Member and constitute the valid and binding agreements of the Member, enforceable against the Member in accordance with their respective terms, subject to applicable bankruptcy, insolvency and other similar laws affecting the enforceability of creditors’ rights generally, general equitable principles and the discretion of courts in granting equitable remedies. (b) Each Company has the requisite legal full power and authority to execute and deliver this Agreement and each of any other certificate, agreement, document or other instrument to be executed and delivered by it in connection with the transactions contemplated by this Agreement (collectively, the “Company Ancillary Agreements to which it is a party, Documents”) and to perform its respective obligations hereunder under this Agreement and thereunder the Company Ancillary Documents and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery of this Agreement and the Company Ancillary Documents by each of the Companies and the performance by each of the Parent Companies of its obligations hereunder and Merger Sub of this Agreement, thereunder and the consummation of the transactions contemplated hereby, provided for herein and therein have been duly and validly authorized by all necessary manager, director, member and shareholder action, and no other action as applicable, on the part of each of the Parent or Merger Sub is necessary to authorize this Companies. This Agreement or to consummate and each of the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When Company Ancillary Documents have been duly executed and delivered by each of the Parent Companies and Merger Sub, constitute the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation agreements of each of the Parent and Merger Sub Companies, enforceable against each of the Parent and Merger Sub Companies in accordance with its their respective terms, except as limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and other similar Laws relating to laws affecting the enforceability of creditors’ rights generally generally, general equitable principles and (b) general principles the discretion of equity, whether such enforceability is considered courts in a proceeding in equity or at Lawgranting equitable remedies.

Authorization. Each of the Parent and Merger Sub (a) The Company has the all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Additional Agreements to which it is a party, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebythereby subject, in the case of the Merger, to receipt of the Company Stockholder Approval. The execution, execution and delivery and performance by each of the Parent and Merger Sub Company of this Agreement, Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary this Agreement or the consummation by Additional Agreements to which it of is a party or to consummate the transactions contemplated thereby by this Agreement (other than than, in the adoption case of this Agreement by Parent as sole stockholder the Merger, the receipt of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Company Stockholder Approval) or the Additional Agreements. This Agreement has been, and when executed and delivered, each of the Ancillary Additional Agreements to which the Parent and Merger Sub Company is a party will be, have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Companyother parties hereto and thereto, constitutes this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its their respective terms, except as limited by (a) subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium, fraudulent conveyance reorganization or other similar Laws relating to creditors’ affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) general principles By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of equitythe Board of Directors of the Company, whether such enforceability the Board of Directors of the Company has: (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is considered a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, are in the best interests of the Company and the Company Stockholders; (iii) adopted this Agreement; and (iv) directed that the approval of this Agreement be submitted to the Company Stockholders and recommended the Agreement to the Stockholders and that the Company Stockholders approve this Agreement. The affirmative vote or written consent of Persons holding a proceeding majority of the voting power of the shares of Company Capital Stock (with holders of shares of Company Preferred Stock voting on an as-converted to Company Common Stock basis) entitled to vote thereon to approve this Agreement (the “Company Stockholder Approval”) is the only vote or consent of any of the holders of Company Capital Stock or any other class or series of capital stock of the Company that is necessary in equity or at Laworder for the Company to consummate the Merger and the other transactions contemplated hereby.

Authorization. (a) Each of the Parent and Merger Sub Seller has the requisite legal corporate power and authority to execute and deliver enter into this Agreement and, to the extent a party thereto, the Ancillary Agreements, and each to carry out the transactions contemplated herein and therein. (b) The Boards of Directors of Seller and Parent, and Parent, as the sole shareholder of Seller, have taken all action required by law and Seller’s Articles of Incorporation and otherwise to duly and validly authorize and approve the execution, delivery and performance by Seller of this Agreement, the Ancillary Agreements and the consummation by Seller of the transactions contemplated herein and therein and no other corporate proceedings on the part of Seller are, or will be, necessary to which it is a partyauthorize this Agreement, to perform its respective obligations hereunder and thereunder and the Ancillary Agreements or to consummate the transactions contemplated hereby and thereby. . (c) The Board of Directors of Parent has taken all action required by law and Parent’s Certificate of Incorporation and otherwise to duly and validly authorize and approve the execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, the Ancillary Agreements and the consummation by Parent of the transactions contemplated hereby, have been duly authorized by all necessary action, herein and therein and no other action corporate proceedings on the part of the Parent are, or Merger Sub is will be, necessary to authorize this Agreement or to consummate the transactions contemplated hereby hereby. (other than d) To the adoption of extent a party thereto, this Agreement immediately after and the execution Ancillary Agreements have been duly and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When validly executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery by Purchaser of this Agreement and the CompanyAncillary Agreements, constitutes a constitute the legal, valid and binding obligation obligations of Parent and Seller, enforceable against each of the Parent and Merger Sub enforceable against the Parent and Merger Sub Seller in accordance with its their respective terms, except as limited by (a) subject to laws of general application relating to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting creditors’ rights generally and (b) general principles rules of equitylaw governing specific performance, whether such enforceability is considered in a proceeding in equity injunctive relief or at Lawother equitable remedies.

Authorization. Each of the Parent and Merger Sub has the (a) Sellers have all requisite legal corporate, limited liability company or other entity power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is Sellers are a party, to perform its respective obligations hereunder and thereunder as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, delivery and or performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Ancillary Agreements to which Sellers are a party by Sellers and the consummation of the transactions contemplated hereby, hereby and thereby by Sellers have been duly authorized by all necessary actionrequisite corporate, and no limited liability company or other entity power action on the part of Sellers. No vote or approval of the Parent holders of any class or Merger Sub series of capital stock of Sellers is necessary to authorize for the execution, delivery or performance by Sellers of this Agreement or the Ancillary Agreements to consummate which Sellers are a party or the consummation by Sellers of the transactions contemplated hereby or thereby. This Agreement has been (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and or performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which Sellers will be a party will be) duly and validly executed and delivered by Sellers and constitutes (and each such Ancillary Agreement when so executed and delivered by Sellers will constitute) a valid, legal and binding agreement of Sellers (assuming that this Agreement has been, and the Parent and Merger Sub is Ancillary Agreements to which Sellers are a party will be, duly and validly authorized, executed and delivered by the Company andother Persons party thereto), assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub Sellers in accordance with its terms, except as to the extent that enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting the enforcement of creditors’ rights generally and generally. (b) general principles Assuming the truth and accuracy of equitythe representations and warranties of Buyer set forth in Section 3.2(b), whether such enforceability is considered no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery or performance by Sellers or any of their Controlled Affiliates of this Agreement or the Ancillary Agreements to which Sellers or any of their Controlled Affiliates are a party or the consummation by Sellers or their Controlled Affiliates of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and (ii) those the failure of which to obtain or make would not, individually or in the aggregate, be (or reasonably be expected to be) material to the Business, taken as a proceeding in equity whole, or at Lawthat would reasonably be expected to prevent or materially delay or materially impair the consummation by Sellers of the transactions contemplated hereby.

Authorization. Each of Stockholder and the Parent and Merger Sub Company has the requisite legal full corporate power and authority to execute and deliver this Agreement and, in the case of the Company to consummate the Merger, and each of Stockholder, the Company and the Stockholder Parties had full power to execute and deliver the Internal Reorganization Documents and will have the power and authority at the Closing (or at such earlier time as such document is executed and/or delivered by such Party) to execute and deliver each of the Ancillary Agreements, and other Closing Documents to which it is a party and to perform its obligations hereunder and thereunder. Upon delivery of the Stockholder Written Consent immediately following the execution of this Agreement, the Stockholder shall have duly approved and adopted this Agreement, and the Merger shall be approved by the Required Stockholder Approval and as of the Closing and Effective Time, the Required Stockholder Approval shall have been received. The execution, delivery and performance of this Agreement by the Company and the consummation by the Company of the Transactions and this Agreement and the Merger have been approved, accepted and declared advisable by the unanimous vote of the Board of Directors of the Company, the execution, delivery and performance by Stockholder of this Agreement has been duly and validly authorized and the execution, delivery and performance by each of Stockholder, the Company and the Stockholder Parties of the Internal Reorganization Documents has been duly and validly authorized and the execution, delivery and performance by Stockholder, the Stockholder Parties and the Company of each of the Ancillary Agreements and other Closing Documents to which it is or will be a partyparty will be, when executed and delivered duly and validly authorized, and no additional corporate or stockholder or similar authorization or consent is required in connection therewith. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement or the Merger (other than, with respect to the Merger, the Required Stockholder Approval and the filing and recordation of the Certificate of Merger and other appropriate merger documents as required by the CGCL). Each Affiliate of Stockholder has (and, if executed or delivered prior to the date hereof, at the time of execution and delivery had), or prior to the Closing will have, full corporate power and authority to execute and deliver each Ancillary Agreement or other Closing Document to which it is or will be a party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by each Affiliate of the Parent and Merger Sub Stockholder of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements or other Closing Document to which the Parent and Merger Sub it is or will be a party has been, or prior to the Closing (or time of performance thereunder) will behave been, duly executed and delivered by the Company andvalidly authorized, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub no additional corporate or stockholder or similar authorization or consent is or will be required in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawconnection therewith.

Authorization. Each of the Parent and Merger Sub (a) Purchaser has the requisite legal corporate power and authority and has taken all action necessary to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each of the Parent and Merger Sub Purchaser of this Agreement, Agreement and the consummation by Purchaser of the transactions contemplated herebyhereby and, to the extent applicable, the performance of its obligations hereunder have been duly authorized and approved by all necessary action, and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize this Purchaser. This Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When has been duly executed and delivered by each Purchaser. Assuming that this Agreement constitutes valid and binding obligations of Seller, this Agreement constitutes valid and binding obligations of Purchaser, enforceable against Purchaser in accordance with the Parent and Merger Subterms thereof, except to the extent that such enforcement may be limited by Creditor’s Rights. (b) The execution, delivery and performance by each Purchaser of the Parent and Merger Sub of each Ancillary this Agreement to which it is party, and or any other agreement contemplated hereunder or the consummation by it Purchaser of the transactions contemplated therebyhereby or thereby does not or will not, will have been duly authorized by all necessary action and no other corporate action on after the part giving of notice, or the lapse of time, or otherwise, (i) conflict with any of the Parent provisions of the Organizational Documents of Purchaser, (ii) conflict with or Merger Sub result in a breach of, or constitute a default under any Contract to which Purchaser is necessary a party or by which Purchaser or any of its properties or assets are bound, or (iii) contravene any Applicable Law, except in the case of clauses (ii) and (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or notices which would not reasonably be expected to authorize the execution and delivery by the Parent prevent, materially delay or Merger Sub of any such Ancillary Agreement or the consummation by it of materially impair Purchaser’s ability to consummate the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authorization. Each of the Parent and Merger Sub (a) The Corporation has the requisite legal corporate power and authority to execute execute, deliver and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder under the Transaction Documents and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, Transaction Documents by the Corporation and the consummation by the Corporation of the transactions contemplated herebyTransactions, including the issuance of the Series C Preferred and the reservation for issuance and the issuance of the Conversion Stock issuable upon conversion of the Series C Preferred, have been duly authorized by all necessary actionthe Board and, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than as described at the adoption beginning of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubSection 6.4, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other further corporate action on the part of the Parent Corporation is required in connection therewith. Except as disclosed on the Authorization and Consent Schedule or Merger Sub as otherwise specified in this Section 6.4, no filing, consent or authorization is necessary to authorize the execution and delivery required by the Parent Corporation, the Board or Merger Sub of any such Ancillary Agreement or the consummation by it of its shareholders with respect to the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)hereby. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, The Transaction Documents have been duly executed and delivered by the Company Corporation and constitute, and, assuming the due authorization, upon execution and delivery thereof by the CompanyCorporation as contemplated herein, constitutes a will constitute, legal, valid and binding obligation of each obligations of the Parent and Merger Sub Corporation, enforceable against the Parent and Merger Sub Corporation in accordance with its their respective terms, except as such enforceability may be limited by (a) general principles of equity, applicable bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium, fraudulent conveyance liquidation or other similar Laws laws relating to to, or affecting generally, the enforcement of applicable creditors’ rights generally and remedies or as indemnification or contribution may be limited by the securities laws and public policy relating thereto. (b) general principles The execution, delivery and performance of equityeach Transaction Document to which the Corporation and/or any Subsidiary is a party and the consummation of all of the transactions contemplated hereby and thereby have been duly authorized by the Corporation and/or such Subsidiary, whether as the case may be, and, to the extent required under their respective applicable Governing Documents or otherwise, its shareholders, directors, partners, managers and/or members. Each Transaction Document to which the Corporation and/or any Subsidiary is a party has been duly executed and delivered by the Corporation and/or such enforceability is considered Subsidiary and constitutes valid and binding obligations of the Corporation and/or such Subsidiary, as the case may be, enforceable in a proceeding in equity or at Lawaccordance with its respective terms.

Authorization. Each of the Parent and Merger Sub Amber Entity has the requisite legal corporate, limited liability company or other similar power and authority to execute and deliver this Agreement Agreement, to perform its covenants, agreements and obligations hereunder and to consummate the transaction contemplated hereby. Each Amber Entity and each of its applicable Affiliates has the Ancillary Agreements requisite corporate, limited liability company or other similar power and authority to execute and deliver each Additional Agreement to which it is or will be a party, to perform its respective covenants, agreements and obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each of the Parent and Merger Sub Amber Entity of this Agreement, the execution and delivery by each Amber Entity and each of their respective Affiliates of the Additional Agreements to which it is, or will be, a party, the performance by each Amber Entity and each of their respective Affiliates of its covenants, agreements and obligations under this Agreement or any Additional Agreements, as applicable, and the consummation by each Amber Entity and each of their respective Affiliates of the transactions contemplated herebyhereby or thereby, as applicable, are within the respective corporate, limited liability company, or other similar powers and authority of each Amber Entity or each such Affiliate thereof, as applicable, and have been duly authorized by all necessary action, and no other corporate (or similar) action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution each Amber Entity and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Affiliate. This Agreement has beenconstitutes, and, upon their execution and when executed and delivereddelivery, each of the Ancillary Additional Agreements to which the Parent and Merger Sub is a party an Amber Entity or any of its Affiliates, is, or will be, a party, will constitute, a valid and legally binding agreement of each Amber Entity or each Affiliate thereof, as applicable, enforceable against each such Amber Entity or Affiliate (assuming that this Agreement and the Additional Agreements to which each Amber Entity or each Affiliate thereof is or is contemplated to be a party are or will be upon execution thereof, as applicable, duly authorized, executed and delivered by the Company andnon-Affiliated Persons party thereto), assuming the due authorizationas applicable, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its their respective terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating subject to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawthe Remedies Exception.

Authorization. Each of the Parent and Merger Sub (a) Seller has the requisite legal limited partnership power and authority authority, and has taken all limited partnership action necessary to execute and deliver this Agreement and each of the Ancillary Agreements all other documents to which it is a partybe executed and delivered by Seller as contemplated hereby, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub Seller of this Agreement, Agreement and the consummation by Seller of the transactions contemplated herebyhereby and, to the extent applicable, the performance of its obligations hereunder have been duly authorized and approved by all necessary action, and no other limited partnership action on the part of the Parent or Merger Sub is necessary to authorize this Seller. This Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When has been duly executed and delivered by each Seller. Assuming that this Agreement constitutes valid and binding obligations of Purchaser, this Agreement constitutes valid and binding obligations of Seller, enforceable against Seller in accordance with the Parent terms hereof, except to the extent that such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Applicable Laws affecting the enforcement of creditors’ rights generally and Merger Subby general equitable principles, the whether considered in a Proceeding in equity or at law (collectively, “Creditor’s Rights”). (b) The execution, delivery and performance by each Seller of the Parent and Merger Sub of each Ancillary this Agreement to which it is party, and or any other agreement contemplated hereunder or the consummation by it Seller of the transactions contemplated therebyhereby or thereby does not or will not, will have been duly authorized by all necessary action and no other corporate action on after the part giving of notice, or the lapse of time, or otherwise, (i) conflict with any of the Parent provisions of the Organizational Documents of Seller, (ii) conflict with or Merger Sub result in a breach of, or constitute a default under any Contract to which Seller is necessary a party or by which Seller or any of its properties or assets are bound, (iii) contravene any Applicable Law, or (iv) violate any applicable right of first offer or right of first refusal to authorize which Seller is a party, except in the execution case of clauses (ii) and delivery by the Parent (iii) above, for such conflicts, breaches, defaults, consents, approvals, authorizations, declarations, filings or Merger Sub of any such Ancillary Agreement notices which would not reasonably be expected to prevent, materially delay or the consummation by it of materially impair Seller’s ability to consummate the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authorization. Each of the Parent AICI, AIC, AGIC and Merger Sub AMAG has the requisite legal corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and or under each of the Ancillary Agreements to which it is a partybe executed by it, to perform its respective obligations hereunder as the case may be. The execution and thereunder delivery by each of AICI, AIC, AGIC and AMAG of this Agreement and of the Ancillary Agreements executed and to consummate be executed by it, and the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent AICI, AIC, AGIC and Merger Sub AMAG of this Agreement, its obligations hereunder and the consummation of the transactions contemplated herebythereunder, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution each of AICI, AIC, AGIC and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution AMAG and delivery of this Agreement)its shareholders. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which executed on the Parent and Merger Sub is a party will be, date of this Agreement has been duly executed and delivered by the Company AICI on behalf of itself and each of AIC, AGIC and AMAG and, assuming subject to the due authorization, execution and delivery hereof by the CompanySellers, constitutes is a legal, valid and binding obligation of each of the Parent AICI, AIC, AGIC and Merger Sub AMAG, enforceable against the Parent each of AICI, AIC, AGIC and Merger Sub AMAG in accordance with its terms, except as enforceability may be limited by (a) bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to creditors’ or affecting creditors rights generally and by general equitable principles (b) general principles regardless of equity, whether such enforceability is considered in a proceeding in equity or at Lawlaw). As of the Closing Date, each Ancillary Agreement executed and delivered by each of AICI, AIC, AGIC and AMAG will have been duly executed and delivered by each of AICI, AIC, AGIC and AMAG and, subject to the due execution and delivery of such agreements by Sellers, each Ancillary Agreement executed by each of AICI, AIC, AGIC and AMAG is a valid and binding obligation of them, enforceable against them in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authorization. Each of the Parent (a) Seller and Merger Sub has the its Affiliates have all requisite legal corporate, limited liability company or other entity power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it Seller or any of its Affiliates is a party, to perform its respective obligations hereunder and thereunder as applicable, and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Ancillary Agreements to which Seller or any of its Affiliates is a party and the consummation of the transactions contemplated herebyhereby and thereby by Seller or any Affiliate of Seller, as applicable, have been duly authorized by all necessary actionrequisite corporate, limited liability company or other entity power action of Seller or such Affiliate of Seller, as applicable. This Agreement has been (and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which Seller or any Affiliate of Seller will be a party will be) duly executed and delivered by Seller (and, in the Parent case of the Ancillary Agreements, by Seller or the applicable Affiliate of Seller) and Merger Sub constitutes (and each such Ancillary Agreement when so executed and delivered by Seller or the applicable Affiliate of Seller will constitute) a valid, legal and binding agreement of Seller (and in the case of the Ancillary Agreements, Seller or Affiliates of Seller party thereto) (assuming that this Agreement has been, and the Ancillary Agreements to which Seller or any Affiliate of Seller is a party will be, duly and validly authorized, executed and delivered by the Company andother Persons party thereto), assuming enforceable against Seller (and in the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each case of the Parent and Merger Sub enforceable against the Parent and Merger Sub Ancillary Agreements, Seller or Affiliates of Seller party thereto) in accordance with its terms, except as (i) to the extent that enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) general principles Assuming the truth and accuracy of equitythe representations and warranties of Buyer set forth in Section 3.2(b), whether such enforceability no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery or performance by Seller or any Affiliate of Seller of this Agreement or the Ancillary Agreements to which Seller or any Affiliate of Seller is considered in a proceeding in equity party or at Lawthe consummation by Seller or its Affiliates of the transactions contemplated hereby or thereby, including the pre-Closing amalgamation of ▇▇▇▇▇▇▇▇▇ Building Systems Limited and Gienow Canada Inc. and transfer of the Canada Transferred Assets and assignment of the Canada Assumed Liabilities, except for (i) compliance with and filings under the HSR Act and any other applicable Competition Laws, (ii) those the failure of which to obtain or make would not reasonably be expected to be materially adverse to the ongoing conduct of the Business, taken as a whole and (iii) those that may be required solely as a result of facts specific to Buyer and its Affiliates.

Authorization. Each of the Parent and Merger Sub (a) Seller has the requisite legal full power and authority to execute execute, deliver and deliver perform this Agreement and each of the Ancillary Additional Agreements to which it is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Additional Agreements by Seller have been duly and validly authorized and approved by Seller’s board of directors. No other corporate proceedings on the part of Seller are necessary to authorize the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Additional Agreements. This Agreement has been, and when executed the Additional Agreements, upon execution and delivereddelivery by Seller, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will bebe duly authorized, duly executed and delivered by the Company andSeller and constitute, assuming the due authorization, or upon execution and delivery by will constitute, as the Companycase may be, constitutes a legal, valid and binding obligation obligations of each of the Parent and Merger Sub Seller, enforceable against the Parent and Merger Sub Seller in accordance with its their terms, except (i) as limited by (a) such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ rights generally rights, and (ii) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (b) general principles Except as set forth on Schedule 4.2, neither the execution, delivery and performance of equitythis Agreement or any of the Additional Agreements nor the consummation of any of the transactions contemplated hereby or thereby nor compliance with or fulfillment of the terms, whether such enforceability is considered conditions and provisions hereof or thereof will: (i) violate, conflict with or result in the breach of any provision of the articles and memorandum of association of Seller, (ii) violate or conflict with any Requirement of Laws or Governmental Order applicable to Seller, (iii) violate, conflict with, result in a proceeding breach of the terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under any agreement listed (or required to be listed) on Schedule 4.9, or result in equity the creation or at Lawimposition of any Encumbrance upon any of the Purchased Assets, or (iv) require the approval, consent, authorization or act of, or the making by Seller of any declaration, filing or registration with, any Person.

Authorization. (a) Each of the Parent Seller and Merger Sub its Subsidiaries has the all requisite legal power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each of the Ancillary Agreements to which it is or will be a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by each of Seller and its Subsidiaries of this Agreement and the Ancillary Agreements to which it is or will be a party, the performance of each of their obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by all requisite action on the part of Seller or its Subsidiary, as applicable. Seller has duly executed and delivered this Agreement, and on the Closing Date will have duly executed and delivered the Ancillary Agreements to which it will be a party. Assuming due execution and delivery by each of the other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement to which Seller or its Subsidiary is or will be a party, when so executed and delivered, will constitute, the legal, valid and binding obligation of Seller or its Subsidiary, as applicable, enforceable against Seller or its Subsidiary, as applicable, in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium, receivership or similar Laws relating to or affecting creditors’ rights generally and by general principles of equity (whether considered at law or in equity) (the “Enforceability Exceptions”). (b) The execution, delivery and performance by each of the Parent Seller and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption its Subsidiaries of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub it is or will be a party will berequires no notice, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery approval, Order, permit, contract or action by the Companyor in respect of, constitutes a legalor filing with, valid and binding obligation of each any Governmental Authority, other than (i) compliance with any applicable requirements of the Parent HSR Act and Merger Sub enforceable against the Parent other Competition Laws of the jurisdictions set forth in Section 2.2(b)(i) of the Seller Disclosure Letter, (ii) the filings with respect to the Communications Authorizations set forth in Section 2.2(b)(ii) of the Seller Disclosure Letter (the “Communications Authorizations Filings”), (iii) the waivers, authorizations, approvals and Merger Sub consents to be obtained from Governmental Authorities pursuant to the Communications Authorizations Filings set forth in accordance with its terms, except as limited by Section 2.2(b)(iii) of the Seller Disclosure Letter (athe “Communications Authorizations Consents”); (iv) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally the filing of the CFIUS Notice and the receipt of the CFIUS Clearance; and (bv) general principles any actions or filings under Laws (other than Competition Laws), the absence of equitywhich would not reasonably be expected, whether such enforceability is considered individually or in the aggregate, to be material to the Business or the Target Companies, taken as a proceeding in equity whole, or at Lawto materially adversely affect the ability of Seller or its Subsidiaries to perform their respective obligations hereunder or thereunder.

Authorization. Each of the Parent and Merger Sub (a) Abbott has the all requisite legal corporate power and authority to enter into, execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyby this Agreement. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubAbbott, the execution, delivery and performance by each Abbott of the Parent and Merger Sub of each Ancillary Agreement to which it is party, its obligations hereunder and the consummation by it Abbott of the transactions contemplated thereby, will hereby have been duly authorized by all necessary action and no other requisite corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Abbott. This Agreement has been, been duly and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly validly executed and delivered by the Company Abbott, and, assuming the due authorization, execution and delivery by the CompanyMylan Parties, constitutes is a legal, valid and binding obligation of each of the Parent and Merger Sub Abbott, enforceable against the Parent and Merger Sub it in accordance with its terms, except as limited by (a) subject to the effect of bankruptcy, insolvency, reorganization, moratoriumliquidation, fraudulent conveyance dissolution, moratorium or other similar Laws relating to creditors’ or affecting the rights of creditors generally and to the effect of the application of general principles of equity (regardless of whether considered in an Action at Law or in equity). (b) Abbott and each Affiliate of Abbott that shall be a party to any Ancillary Agreement shall have the requisite corporate or similar power to enter into, execute and deliver such Ancillary Agreement, to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery by Abbott and each Affiliate of Abbott that shall be a party to any Ancillary Agreement of such Ancillary Agreement, the performance by Abbott and such Affiliate of their obligations under such Ancillary Agreement and the consummation by Abbott and such Affiliate of the transactions contemplated by such Ancillary Agreement shall have been duly authorized by all requisite corporate or similar action on the part of Abbott and such Affiliate by the time such Ancillary Agreement is executed and delivered. No later than the Closing, each Ancillary Agreement to be executed and delivered at the Closing to which Abbott or any Affiliate of Abbott shall be a party shall be duly and validly executed and delivered by such Person and, assuming the due execution and delivery thereof by the other parties thereto, at the Closing shall constitute a legal, valid and binding obligation of such Person, enforceable against such Person in accordance with its terms, subject to the effect of bankruptcy, insolvency, reorganization, liquidation, dissolution, moratorium or other similar Laws relating to or affecting the rights of creditors generally and to the effect of the application of general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding Action at Law or in equity or at Lawequity).

Authorization. Each of Seller has, and with respect to this Agreement and the Parent Ancillary Agreements, its applicable Subsidiaries (other than the Company and Merger Sub has the Company Subsidiaries) have, all requisite legal power and authority to execute enter into and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby by, and therebyto carry out its respective obligations under, this Agreement and the Ancillary -24- Agreements, as applicable. The execution, delivery and performance by each of the Parent and Merger Sub Seller of this Agreement, Agreement and by its applicable Subsidiaries (other than the Company and the consummation Company Subsidiaries) of this Agreement and the transactions contemplated hereby, have Ancillary Agreements has been (or will be prior to the execution and delivery thereof) duly authorized by all necessary action, and no other requisite action on the part of the Parent or Merger Sub is necessary to authorize this Seller and such Subsidiaries, as applicable. This Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution has been duly and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When validly executed and delivered by each of the Parent Seller and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, its valid and binding obligation of each of the Parent and Merger Sub obligation, enforceable against the Parent and Merger Sub Seller in accordance with its terms, except as limited and this Agreement has been duly and validly executed and delivered and the Ancillary Agreements, when executed and delivered, will be duly and validly executed and delivered by Seller’s applicable Subsidiaries (aother than the Company and the Company Subsidiaries) and this Agreement constitutes and the Ancillary Agreements will constitute their valid and binding obligations, enforceable against such Subsidiaries in accordance with their terms, subject in each case to the effect of any applicable Laws relating to bankruptcy, reorganization, insolvency, reorganization, moratorium, fraudulent conveyance or other preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and (b) subject, as to enforceability, to the effect of general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Authorization. Each of the Parent and Merger Sub (a) Seller has the requisite legal corporate power and authority to execute execute, deliver and deliver perform this Agreement and each of the Ancillary Agreements other documents contemplated hereby to which it Seller is a party, to perform its respective obligations hereunder and thereunder and to consummate including the transactions contemplated hereby and therebyNotes. The execution, delivery and performance by each of the Parent and Merger Sub Seller of this Agreement, Agreement and the consummation of other agreements contemplated hereby to which Seller is a party, including the transactions contemplated herebyNotes, have been duly authorized and approved by all necessary actionrequisite action and do not require any further authorization or consent of Seller. This Agreement and each such agreement has been duly authorized, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company Seller and, assuming the due authorization, execution and delivery by of any other party thereto, is the Company, constitutes a legal, valid and binding obligation agreement of each of the Parent and Merger Sub Seller enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) terms subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws laws relating to or affecting creditors’ ' rights generally and (b) to general principles of equity, equity (regardless of whether such enforceability enforcement is considered in a proceeding in equity or at Lawlaw). (b) None of the execution, delivery or performance of this Agreement or the other agreements contemplated hereby to which Seller is a party, including the Notes, nor consummation of the transactions contemplated hereby or thereby, will (i) violate the organizational documents of Seller; (ii) violate any law affecting Seller or its assets or business in any material respect; (iii) require any consent or other action by any person under, constitute a default under, or give rise to any right of termination, cancellation or acceleration of any right or obligation of Seller or to a loss of any benefit to which Seller is entitled under any provision of any material contract binding upon Seller; or (iv) require any material consent, approval, authorization or other action by, or any material filing with or notification to, any governmental authority under any applicable law.

Authorization. Each of the (a) Parent and Merger Sub has the have all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partybe executed and delivered by Parent and Merger Sub pursuant hereto, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby and to perform their obligations hereunder and thereunder. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by all necessary actionParent's Board of Directors. Except for the filing of the Certificate of Merger with the Delaware Secretary of State, and no other action corporate proceedings on the part of the Parent or Merger Sub is are necessary to authorize this Agreement or and the Ancillary Agreements to consummate which they are to be parties and the transactions contemplated hereby (other than the adoption of this and thereby. This Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When has been duly executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is partyand is, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the upon execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and and/or Merger Sub is a party are or will be parties, each of such Ancillary Agreements will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation obligations of each of the Parent and and/or Merger Sub enforceable against the Parent and and/or Merger Sub in accordance with its their terms, in each case, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance reorganization or other similar Laws relating to laws affecting creditors’ ' rights generally and (b) the general principles of equity, regardless of whether such enforceability is considered asserted in a proceeding in equity or at Lawlaw. (b) The Board of Directors of Merger Sub, by written consent duly adopted prior to the date hereof, has resolved (x) that this Agreement and the Ancillary Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby are fair to and in the best interests of Merger Sub and the stockholder of Merger Sub, (y) approved and declared advisable this Agreement, the Ancillary Agreements and the Merger and the other transactions contemplated hereby and thereby, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL, and (z) submitted this Agreement for adoption by Parent, as the sole stockholder of Merger Sub. Parent, as the sole stockholder of Merger Sub, has duly approved and adopted this Agreement and the Merger.

Authorization. (a) Each of the Parent and Merger Sub Buyer has the all requisite legal corporate, limited liability company, or other equivalent power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it such Buyer is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Ancillary Agreements to which each Buyer is a party by such Buyer and the consummation of the transactions contemplated hereby, hereby and thereby (including the consummation of the transactions contemplated hereunder and thereunder) have been duly authorized by all necessary actionrequisite corporate, limited liability company, or other equivalent action of such Buyer. This Agreement has been (and no other action on the part of the Parent or Merger Sub Ancillary Agreements to which each Buyer is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution a party will be) duly and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When validly executed and delivered by each of the Parent Buyer and Merger Sub, the execution, delivery constitutes (and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation when so executed and delivered by it such Buyer will constitute) a valid, legal and binding agreement of the transactions contemplated thereby such Buyer (other than the adoption of assuming this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub such Buyer is a party will be, duly authorized, executed and delivered by the Company andother parties thereto), assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub such Buyer in accordance with its terms, except as except: (i) to the extent that enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting the enforcement of creditors’ rights generally generally; and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) general principles No material notices to, filings with or authorization, consent or approval of equityany Governmental Authority is necessary for the execution, whether delivery or performance of this Agreement by each Buyer or the Ancillary Agreements to which such enforceability Buyer is considered in a proceeding in equity party or at the consummation by such Buyer of the transactions contemplated hereby or thereby, except for compliance with and filings under the HSR Act and any other applicable Competition Law.

Authorization. (a) Each of the Parent and Merger Sub has the requisite legal have all necessary corporate, real estate investment trust, limited liability company or other similar power and authority to execute and deliver this Agreement Agreement, to perform its obligations hereunder and each of to consummate the Ancillary Agreements transactions to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions party contemplated hereby and therebyhereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the consummation by each of Parent and Merger Sub of the transactions to which it is a party contemplated hereby, hereby have been duly and validly authorized and approved by all necessary actioncorporate, and no limited liability company or other similar action on the part of Parent and Merger Sub, and no other corporate, limited liability company or other similar action on the part of Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions to which it is a party contemplated hereby (other than the adoption of this hereby. This Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When has been duly executed and delivered by each of Parent and Merger Sub and, assuming due power and authority of, and due execution and delivery by, the Company, constitutes a valid and binding obligation of Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating subject to creditors’ rights generally the Bankruptcy and Equity Exception. (b) general principles The Board of equityTrustees of Parent and the managers and sole member of Merger Sub have (i) approved and declared it advisable, whether such enforceability and in the best interests of, Parent or Merger Sub, as the case may be, to enter into this Agreement providing for the Merger, upon the terms and subject to the conditions set forth herein, and (ii) approved the execution, delivery and performance by Parent or Merger Sub, as the case may be, of this Agreement and the consummation of the transactions to which Parent or Merger Sub, as the case may be, is considered a party contemplated hereby, upon the terms and subject to the conditions set forth herein. (c) No vote or other action of any members or Affiliates of Parent or the holders of any class or series of capital stock or other equity interest of any Subsidiary of Parent (including Merger Sub) is required by Law, the Constituent Documents of Parent or any Subsidiary of Parent or otherwise in order for Parent and Merger Sub to consummate the transactions to which they are a proceeding in equity or at Lawparty contemplated hereby.

Authorization. Each of the Parent and Merger Sub (a) The Company has the all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Transaction Documents to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each subject, in the case of the Parent and Merger Sub Merger, to the receipt of this Agreement, the Company Stockholder Approval and the consummation Company Disinterested Stockholder Approval. Assuming the accuracy of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent representations in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubSection 4.15, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement Transaction Documents to which it the Company is party, a party and the consummation by it the Company of the transactions contemplated thereby, will hereby and thereby have been duly and validly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by of the Parent or Merger Sub of any such Ancillary Agreement Transaction Documents to which the Company is a party or the consummation by it of the transactions contemplated thereby (hereby and thereby, other than than, with respect to the adoption of this Agreement by Parent as sole stockholder of Merger SubMerger, which shall occur immediately following the execution Company Stockholder Approval and delivery of this Agreement)the Company Disinterested Stockholder Approval. This Agreement has been, been duly and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the CompanyParent, Merger Sub and Merger LLC, constitutes a legal, the valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its terms, except as limited by (a) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, fraudulent conveyance or other liquidation, preferential transfer, moratorium and similar Laws relating to now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). (b) general principles The Company Board has unanimously (i) determined that the Transaction Documents and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and the Company Disinterested Stockholders, (ii) approved (including for purposes of equitySection 203 of the DGCL) and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby, whether including the Merger, (iii) directed that this Agreement be submitted to the Company Voting Stockholders (including the Company Disinterested Stockholders) for adoption and (iv) resolved to recommend that the Company Voting Stockholders (including the Company Disinterested Stockholders) approve the adoption of this Agreement (such enforceability is considered recommendation, the “Company Board Recommendation”). As of the date of this Agreement, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (c) Assuming the accuracy of the representations in Section 4.15, the only votes of the holders of any class or series of Company Capital Stock necessary to adopt the Transaction Documents and to consummate the transactions contemplated hereby and thereby are the adoption of this Agreement by: (i) the affirmative vote of holders of a proceeding majority of the aggregate voting power of the outstanding shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock entitled to vote thereon, voting together as a single class in equity accordance with the Company Charter (the “Company Stockholder Approval”), and (ii) the affirmative vote of holders of a majority of the aggregate voting power of the outstanding shares of Company Series A Common Stock, Company Series B Common Stock and Company Preferred Stock entitled to vote thereon (other than any outstanding shares of Company Capital Stock beneficially owned, directly or at Lawindirectly, by (A) Parent and its Subsidiaries, (B) the ▇▇▇▇▇▇ Group, the ▇▇▇▇▇▇ Group and their respective Affiliates, (C) A/N and its Affiliates, (D) the members of the Parent Board and the Parent Section 16 Officers, (E) the members of the Company Board and the Company Section 16 Officers or (F) the immediate family members (as defined in Item 404 of Regulation S-K) of any of the foregoing), voting together as a single class (the “Company Disinterested Stockholder Approval” and the holders of Company Capital Stock entitled to vote on the Company Disinterested Stockholder Approval, the “Company Disinterested Stockholders”).

Authorization. Each of the Parent and Merger Sub (a) The Company has the all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Additional Agreements to which it is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby, in the case of the Merger, subject to receipt of the Company Stockholder Approval. The execution, execution and delivery and performance by each of the Parent and Merger Sub Company of this Agreement, Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary this Agreement or the consummation by Additional Agreements to which it of is a party or to consummate the transactions contemplated thereby by this Agreement (other than than, in the adoption case of this Agreement by Parent as sole stockholder the Merger, the receipt of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Company Stockholder Approval) or the Additional Agreements. This Agreement has been, and when executed and delivered, each of the Ancillary Additional Agreements to which the Parent and Merger Sub Company is a party will be, have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Companyother parties hereto and thereto, constitutes this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its their respective terms, except as limited by (a) subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium, fraudulent conveyance reorganization or other similar Laws relating to creditors’ affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) general principles By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of equitythe Board of Directors of the Company, whether such enforceability the Board of Directors of the Company has (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which it is considered a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, upon the terms and subject to the conditions set forth herein, are advisable and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement. The affirmative vote or written consent of Persons holding a proceeding in equity majority of the voting power of the shares of Company Common Stock entitled to vote thereon to adopt this Agreement (the “Company Stockholder Approval”) is the only vote or at Lawconsent of any of the holders of Company Common Stock or any other class or series of capital stock of the Company that is necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby.

Authorization. Each of the Parent and Merger Sub Fingen Seller has the requisite legal corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each of the Ancillary Agreements Agreement to which it such Fingen Seller is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery of this Agreement and performance the Ancillary Agreements by each of the Parent and Merger Sub of this Agreement, Fingen Seller and the consummation by such Fingen Seller of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary actioncorporate, and no stockholder or other action on the part of the Parent or Merger Sub Fingen Seller to the extent such Fingen Seller is necessary to authorize this a party thereto. This Agreement or to consummate and the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution Ancillary Agreements have been duly and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When validly executed and delivered by each of Fingen Seller to the Parent and Merger Subextent such Fingen Seller is a party thereto, the executionand, delivery and performance by each of the Parent and Merger Sub of each Ancillary assuming this Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will Ancillary Agreements have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Subauthorized, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company andother parties thereto, assuming each of this Agreement and the due authorization, execution and delivery by the Company, Ancillary Agreements constitutes a legal, valid and binding obligation agreement of each of Fingen Seller to the Parent and Merger Sub extent such Fingen Seller is a party thereto, enforceable against the Parent and Merger Sub each Fingen Seller in accordance with its terms, except as to the extent that enforcement may be limited by or subject to (a) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws laws relating to or affecting creditors’ ' rights generally and (b) general equitable principles of equity, (whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Authorization. Each of the Parent and Merger Sub (a) The Company has the all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyTransaction Documents, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, Transaction Documents and the consummation by the Company of the transactions contemplated hereby, hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) have been duly and validly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is Company, and no other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by of the Parent or Merger Sub of any such Ancillary Agreement Transaction Documents or the consummation by it of the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), other than than, with respect to the Merger, the adoption of this Agreement by Parent the holders of at least a majority of the aggregate voting power of the outstanding shares of Company Common Stock, voting together as sole stockholder of Merger Sub, which shall occur immediately following a single class (the execution and delivery of this Agreement“Company Stockholder Approval”). This Agreement has been, been duly and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the CompanyParent, Merger Sub and Merger LLC, constitutes a legal, the valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its terms, except as limited by (a) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, fraudulent conveyance or other liquidation, preferential transfer, moratorium and similar Laws relating to now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). (b) general principles The Transaction Committee has unanimously (i) determined that the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) are advisable and fair to, and in the best interests of, the Company and the Company Stockholders, (ii) approved and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), (iii) resolved to recommend that the Company Board approve and declare advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) and submit this Agreement to the Company Stockholders for adoption and (iv) approved the Transaction Documents and the Voting Agreement, and the transactions contemplated hereby and thereby (including the transactions contemplated by the New Governance Agreement), for purposes of equitySection 203 of the DGCL. (c) The Company Board, whether such enforceability based on the unanimous recommendation of the Transaction Committee, has unanimously (i) determined that the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) are advisable and fair to, and in the best interests of, the Company and the Company Stockholders, (ii) approved and declared advisable the Transaction Documents and the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement), (iii) directed that this Agreement be submitted to the Company Stockholders for adoption, (iv) resolved to recommend that the Company Stockholders approve the adoption of this Agreement and (v) approved the Transaction Documents and the Voting Agreement, and the transactions contemplated hereby and thereby (including the transactions contemplated by the New Governance Agreement), for purposes of Section 203 of the DGCL. (d) The Company Stockholder Approval is considered in a proceeding in equity the only vote of the holders of any class or at Lawseries of Company Capital Stock necessary to adopt the Transaction Documents and to consummate the transactions contemplated hereby and thereby (including the transactions contemplated by the Voting Agreement and the New Governance Agreement) under applicable Law or under the Company Charter or Company Bylaws.

Authorization. Each The execution and delivery by Borrower of the Parent Loan Documents, Borrower's performance of its obligations thereunder and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each creation of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder security interests and thereunder and to consummate Liens provided for in the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, Loan Documents (i) have been duly authorized by all necessary action, and no other requisite Entity action on the part of Borrower, (ii) will not violate any provision of any applicable Legal Requirements, any order, writ, decree, injunction or demand of any court or other Governmental Authority, any organizational document (after giving effect to certain amendments to the Parent certificates of incorporation of Borrower, copies of which have been delivered to Lender) of Borrower or Merger Sub is necessary to authorize this Agreement any indenture or to consummate the transactions contemplated hereby (agreement or other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement instrument to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub Borrower is a party or by which Borrower is bound, (iii) will benot be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or result in the creation or imposition of any Lien of any nature whatsoever upon any of the property or assets of Borrower pursuant to, any indenture or agreement or instrument (after giving effect to the Senior Lender Consent), and (iv) have been duly executed and delivered by Borrower. Except for those obtained or filed on or prior to the Company andClosing Date, assuming Borrower is not required to obtain any consent, approval or authorization from, or to file any declaration or statement with, any Governmental Authority or other agency in connection with or as a condition to the due authorizationexecution, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each or performance of the Parent Loan Documents. The Loan Documents to which Borrower is a party have been duly authorized, executed and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited delivered by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawBorrower.

Authorization. Each of the Parent and Merger Sub Parties has the requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby, subject in the case of the consummation of the Merger, to the receipt of the requisite approval of the Transaction Proposals by the Parent Stockholders. The execution, delivery and performance by each affirmative vote of the holders of a majority of the shares of Parent Common Stock and Merger Sub Parent Class B Stock, voting together as a single class, that are voted at the Parent Common Stockholders Meeting, is the only vote of the holders of Parent’s capital stock required to approve the Transaction Proposals, assuming a quorum is present (the “Parent Stockholder Approval”). Parent Stockholder Approval of the Transaction Proposals are the only votes of any class or series of Parent’s capital stock necessary to adopt this Agreement and any Ancillary Agreement and to approve the transactions contemplated hereby and thereby. The execution and delivery of this Agreement, Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary corporate action. This Agreement has been, and no other action on the part Ancillary Agreements to which any of the Parent Parties are or Merger Sub is necessary to authorize this Agreement or to consummate will be a party as of the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When Closing Date shall be, duly authorized, executed and delivered by each of the Parent and Merger SubParties, the executionas applicable, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Companyeach other party hereto and thereto, constitutes a the legal, valid and binding obligation obligations of each of the Parent and Merger Sub Parties, as applicable, enforceable against each of the Parent and Merger Sub Parties, as applicable, in accordance with its their respective terms, except as limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and other similar Laws relating to affecting the enforceability of creditors’ rights generally generally, general equitable principles and (b) general principles the discretion of equity, whether such enforceability is considered courts in a proceeding in equity or at Lawgranting equitable remedies.

Authorization. Each of the Parent and Merger Sub (a) Seller has the all requisite legal limited liability company power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it Seller is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Ancillary Agreements to which Seller is a party by Seller and the consummation of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary action, requisite limited liability company action of Seller. This Agreement has been (and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as each of the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(iAncillary Agreements to which Seller will be a party will be) through (iv)). When duly executed and delivered by Seller and constitutes (and each such Ancillary Agreement when so executed and delivered by Seller will constitute) a valid, legal and binding agreement of Seller (assuming that this Agreement has been, and the Ancillary Agreements to which Seller is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against Seller in accordance with their terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the Parent court before which any proceeding thereof may be brought. (b) Assuming the truth and Merger Subaccuracy of the representations and warranties of Buyer set forth in Section 3.2(b), no notices to, filings with or authorizations, consents or approvals of any Governmental Authority are necessary for the execution, delivery and or performance by each Seller of this Agreement or the Parent and Merger Sub of each Ancillary Agreement Agreements to which it Seller is party, and a party or the consummation by it Seller of the transactions contemplated therebyhereby, will except for (i) compliance with and filings under the HSR Act and any other applicable Competition Laws, (ii) those the failure of which to obtain or make would not reasonably be expected to have been duly authorized a Company Material Adverse Effect and (iii) those that may be required solely by all necessary action and no reason of Buyer’s (as opposed to any other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of third party’s) participation in the transactions contemplated thereby hereby. (other than c) The board of directors of Seller has consented to the adoption of Seller’s entry into this Agreement by Parent as sole stockholder in accordance with the terms of Merger SubSeller’s Organizational Documents, which shall occur immediately following and, prior to the execution and delivery of this Agreement). This Agreement has been, a true and when executed correct copy of such resolutions have been provided to Buyer and delivered, each of such resolutions will not be modified or amended in any manner prior to the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawClosing Date.

Authorization. Each of the Parent and Merger Sub Seller has the all requisite legal organizational power and authority authority, and has taken all organizational actions necessary, (i) to execute and deliver this Agreement, each Ancillary Agreement to which it is a party and each instrument required to be executed and delivered by such Seller pursuant hereto, (ii) to consummate the transactions contemplated hereby and thereby and (iii) to perform its obligations hereunder and thereunder. The execution and delivery by each Seller of this Agreement, each Ancillary Agreement to which it is a party and each instrument required to be executed and delivered by such Seller pursuant hereto, and the consummation by such Seller of the transactions contemplated hereby and thereby have been duly and validly approved by the applicable governing body of such Seller. No other organizational proceedings on the part of any Seller are necessary to authorize this Agreement, each Ancillary Agreement to which it is a party and each instrument required to be executed and delivered by such Seller pursuant hereto, and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each Seller and is, and upon execution and delivery of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation obligations of each of the Parent and Merger Sub such Seller enforceable against the Parent and Merger Sub it in accordance with its their terms, in each case, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or conveyance, reorganization and other similar Laws relating to laws affecting creditors’ rights generally and (b) the general principles of equity, regardless of whether such enforceability is considered asserted in a proceeding in equity or at Lawlaw.

Authorization. Each (a) Other than for the approval and authorization of the Parent Transactions by the shareholders of PubCo and of Company Merger Sub Sub, each Acquisition Entity has the all requisite legal corporate power and authority to execute (a) enter into, execute, deliver and deliver perform its obligations under this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is or will be a party, to and (b) consummate the Transactions and perform all of its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement all other Transaction Documents to which it an Acquisition Entity is party, or will be a party and the performance of all its obligations thereunder and the consummation by it of the transactions contemplated thereby, will Transactions have been duly and validly authorized and approved by all necessary action and no other corporate action on the part directors of each such Acquisition Entity, subject to the filing of the Parent or Company Merger Sub is necessary to authorize Filing Documents with the execution and delivery by the Parent or Merger Sub Registrar of any such Ancillary Agreement or the consummation by it Companies of the transactions contemplated thereby (other than Cayman Islands and the adoption Certificate of this Agreement by Parent as sole stockholder SPAC Merger with the Secretary of Merger Sub, which shall occur immediately following the execution and delivery State of this Agreement)Delaware. This Agreement has beenand the other Transaction Documents to which an Acquisition Entity is or will be a party is, and or when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company andother parties thereto, assuming the due authorization, execution and delivery by the Company, constitutes will constitute a legal, valid and legally binding obligation of each of the Parent and Merger Sub applicable Acquisition Entity, enforceable against the Parent and Merger Sub such Acquisition Entity in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating subject to creditors’ rights generally and the Enforceability Exceptions. (b) general principles The approval and authorization of equitythe Transactions by each Acquisition Entity’s equityholders is the only vote and approval of any holder of any Equity Securities of such Acquisition Entity necessary in connection with execution by such Acquisition Entity of this Agreement and the other Transaction Documents to which such Acquisition Entity is a party and the consummation of the Transactions. (c) On or prior to the date of this Agreement, whether the directors of each Acquisition Entity have duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which such enforceability Acquisition Entity is considered a party and the Transactions are advisable and fair to, and in the best interests of, the Acquisition Entity and its equityholders, as applicable, (ii) authorizing and approving the execution, delivery and performance by the Acquisition Entity of this Agreement and the other Transaction Documents to which such Acquisition Entity is a proceeding in equity or at Lawparty and the Transactions, and (iii) directing that this Agreement, the Transaction Documents and the Transactions be submitted to such Acquisition Entity’s shareholders for adoption.

Authorization. Each of the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by each of the Parent and Merger Sub Company of this Agreement, the other agreements contemplated hereby and the consummation each of the transactions contemplated hereby, Contemplated Transactions have been duly and validly authorized by all necessary action, the Company and no other action act or proceeding on the part of the Parent Company, its Subsidiaries, or Merger Sub the Company’s or any of its Subsidiaries’ board of directors is necessary to authorize the execution, delivery or performance by the Company of this Agreement or to consummate the transactions any other agreement contemplated hereby (other than or the adoption consummation of this Agreement immediately after the Contemplated Transactions. The Company’s execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated therebyContemplated Transactions will not violate, will have been duly authorized by all necessary action and no other corporate action on the part or result in a violation of, any of the Parent provisions of its certificate of incorporation or Merger Sub is necessary to authorize the execution and delivery by the Parent bylaws or Merger Sub of any such Ancillary Agreement equivalent organizational or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)governing documents. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company and, assuming the due authorizationexecution and delivery of this Agreement and the other agreements contemplated hereby by the other parties hereto and thereto, this Agreement constitutes, and the other agreements contemplated hereby upon execution and delivery by the CompanyCompany will each constitute, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its terms, except as the enforceability hereof or thereof may be limited by (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to creditors’ laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (b) general principles of equity, whether such enforceability is considered in a proceeding at law or in equity equity). (b) Except as disclosed on Section 5.3(b) of the Disclosure Schedules, no action by (including any authorization by or consent or approval of), or in respect of, or filing with, any Governmental Authority is required by or on behalf of any of the Company or any of its Subsidiaries in respect of any of the Company or its Subsidiaries, the Business or any assets of the Company or any of its Subsidiaries, for, or in connection with, (i) the valid and lawful authorization, execution, delivery and performance by the Company of this Agreement or any Ancillary Agreement to which it is, or will be at LawClosing, a party or (ii) the consummation of the Contemplated Transactions, except for such consents, authorizations or approvals as may be required under the HSR Act or other applicable Antitrust Laws.

Authorization. Each of the Parent and Merger Sub 4.2.1 Seller has the all requisite legal corporate power and authority authority, and has taken all corporate action necessary, to own, lease and operate the Assets, to conduct the Business as it is presently being conducted, to execute and deliver this Agreement and each of the Ancillary Agreements to which it will be a party, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. This Agreement has been duly executed and delivered by Seller and is a legal, valid and binding obligation of Seller enforceable against it in accordance with its terms. Following their execution and delivery by Seller and the other parties thereto each of the Ancillary Agreements and other documents delivered by Seller at Closing will be a legal, valid and binding obligation of Seller, enforceable against it in accordance with their terms. 4.2.2 Each Seller Stockholder possesses the legal capacity to execute and deliver this Agreement and each Ancillary Agreement to which he or she is a party, to perform its respective his or her obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and thereby. The No Seller Stockholder is subject to or obligated under, any provision of any agreement, arrangement or understanding or any law, regulation, order, judgment or decree, which would be breached or violated by the execution, delivery and delivery, performance by each of the Parent and Merger Sub of this Agreement, Agreement and the consummation by each Seller Stockholder of the transactions contemplated herebyhereby or which would result in any Encumbrance on the Assets. Except as set forth on Schedule 4.2, have been duly authorized by all no authorization, consent or approval to or filing with, any public body, court or authority is necessary action, and no other action on the part of any Seller Stockholder for the Parent or Merger Sub is necessary to authorize consummation by each Seller Stockholder of the transaction contemplated by this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement and each other document to which it Seller Stockholder is a party, and . At the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and deliveredClosing, each of the Ancillary Agreements to which the Parent agreement and Merger Sub is a party document delivered will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes be a legal, valid valid, and binding obligation of each of the Parent and Merger Sub Seller Stockholder enforceable against the Parent and Merger Sub them in accordance with its their terms. The Seller Stockholders own 100% of the capital stock of Seller, except as limited by (a) bankruptcyin the amounts set forth on Schedule 4.2, insolvencyfree and clear of all Encumbrances, reorganizationand there are no warrants, moratorium, fraudulent conveyance options or other similar Laws relating rights in any third party to creditors’ rights generally and (b) general principles acquire any capital stock of equity, whether such enforceability is considered in a proceeding in equity or at LawSeller.

Authorization. Each of the Sellers, Speedy U.S.A. and Parent and Merger Sub has the requisite legal full corporate power and authority to execute and deliver this Agreement and each of any other certificate, agreement, document or other instrument to be executed and delivered by it in connection with the transactions contemplated hereby (collectively, the "Seller Ancillary Agreements to which it is a partyDocuments"), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Seller Ancillary Documents by Sellers, Speedy U.S.A. or Parent, as applicable, the performance by Sellers, Speedy U.S.A. and Parent of their respective obligations hereunder and thereunder and the consummation of the transactions provided for herein and therein have been duly and validly authorized by all necessary corporate action on the part of Sellers, Speedy U.S.A. and Parent. The board of directors, and Speedy U.S.A., the sole stockholder of the Sellers, and the board of directors of Parent, have approved the execution, delivery and performance by of this Agreement and each of the Parent and Merger Sub of this Agreement, Seller Ancillary Documents as applicable and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, hereby and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the applicable Seller Ancillary Agreements to which Documents will be as of the Parent and Merger Sub is a party will beClosing Date, duly executed and delivered by Sellers, Speedy U.S.A. and Parent, as applicable, and do or will, as the Company andcase may be, assuming constitute the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation agreements of each of the Parent Sellers, Speedy U.S.A. and Merger Sub Parent, enforceable against the Parent and Merger Sub it in accordance with its their respective terms, except as enforceability of such may be limited by (a) bankruptcy, insolvency, reorganizationreorganization and other laws affecting creditors' rights generally, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) by general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawequitable principles.

Authorization. Each (a) All requisite action has been taken by Buyer to authorize the execution and delivery of the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each all of the Ancillary Agreements to which it is a partyother documents, to perform its respective obligations hereunder instruments and thereunder and to consummate the transactions contemplated agreements required hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreementfrom Buyer, and the consummation of the transactions contemplated hereby, have been duly authorized hereby and thereby by all necessary actionBuyer. This Agreement has been, and no other action on the part all of the Parent other documents, instruments and agreements required hereby from Buyer will as of the Closing be, duly executed and delivered by Buyer and constitute the valid and binding obligations of Buyer (assuming due execution and delivery by the other parties thereto), enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium or Merger Sub similar laws affecting creditors' rights and general equitable principles (whether enforcement is necessary to authorize this Agreement sought in equity or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after at law). Neither the execution and delivery of this Agreement and the other documents, instruments and agreements required hereby from Buyer by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubBuyer, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and nor the consummation by it Buyer of the transactions contemplated hereby or thereby, will have been duly authorized (i) violate any provision of Buyer's Articles of Organization or Operating Agreement or (ii) conflict with or result in a breach of any terms and provisions of, or constitute a default under, any indenture, mortgage, contract or other agreement to which Buyer or any of its Affiliates is a party or by all necessary action and no other which Buyer or any of its Affiliates are bound that could materially interfere with the consummation of the Asset Purchase. (b) All requisite corporate action on the part of the Parent or Merger Sub is necessary has been taken by Richfood to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement), the Warrant Agreement, the Warrants and all of the other documents, instruments and agreements required hereby from Richfood, and the consummation of the transactions contemplated hereby and thereby by Richfood. This Agreement has been, and when executed and delivered, each all of the Ancillary Agreements to which other documents, instruments and agreements required hereby from Richfood (including, without limitation, the Parent Warrant Agreement and Merger Sub is a party the Warrants) will as of the Closing be, duly executed and delivered by Richfood and constitute the Company and, valid and binding obligations of Richfood (assuming the due authorization, execution and delivery by the Companyother parties thereto), constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its their respective terms, except as limited by (a) subject to bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting creditors’ ' rights generally and general equitable principles (b) general principles of equity, whether such enforceability enforcement is considered in a proceeding sought in equity or at Lawlaw). Neither the execution and delivery of this Agreement and the other documents, instruments and agreements required hereby from Richfood by Richfood (including, without limitation, the Warrant Agreement and the Warrants), nor the consummation by Richfood of the transactions contemplated hereby or thereby, will (i) violate any provision of Richfood's Articles of Incorporation or Bylaws or (ii) conflict with or result in a breach of any terms and provisions of, or constitute a default under, any indenture, mortgage, contract or other agreement to which Richfood or any of its Affiliates is a party or by which Richfood or any of its Affiliates are bound that could materially interfere with the consummation of the Asset Purchase.

Authorization. Each of the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and the Registration Rights Agreement (as defined below) has been duly authorized by all necessary or proper corporate action, executed and delivered by the Company, and each such agreement constitutes a valid, legal and binding obligation of the Ancillary Agreements Company, enforceable in accordance with its terms, except as rights to which it is a partyindemnity hereunder may be limited by federal or state securities laws and except as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting the rights of creditors generally and subject to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebygeneral principles of equity. The execution, delivery and performance by of each of this Agreement and the Parent and Merger Sub of this Agreement, Registration Rights Agreement and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, herein and no other action on the part therein will not result in a breach or violation of any of the Parent terms and provisions of, or Merger Sub constitute a default under, any statute, any agreement or instrument to which the Company is necessary to authorize this Agreement a party or by which it is bound or to consummate the transactions contemplated hereby (other than the adoption which any of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each property is subject, or upon approval of the Parent and Merger SubRestatement as contemplated by the Proxy Statement, the Company's charter or by-laws, or any order, rule, regulation or decree of any court or governmental agency or body having jurisdiction over the Company or any of its properties; no consent, approval, authorization or order of, or filing with, any court or governmental agency or body is required for the execution, delivery and performance by each of this Agreement or the Parent and Merger Sub of each Ancillary Registration Rights Agreement to which it is party, and or for the consummation by it of the transactions contemplated therebyhereby or thereby by the Company, including the issuance or sale of the Preferred Shares by the Company, except such as may be required under the Securities Act or state securities or blue sky laws, and with respect to any such approvals to be applied for, the Company has no reason to believe such approvals will not be granted or obtained; and the Company has full power and authority to enter into this Agreement and the Registration Rights Agreement and, upon approval of the Restatement as contemplated by the Proxy Statement, to authorize, issue and sell the Preferred Shares as contemplated by this Agreement. The offer and sale of the Preferred Shares to the Purchaser and each other Tier I Standby Purchaser is exempt from the registration, qualification and prospectus delivery requirements of applicable federal and state law, provided that the representations and warranties of the Purchaser hereunder and each other Tier I Standby Purchaser relating to such laws are true and correct. Upon approval by the Stockholders as contemplated by the Proxy Statement, the Restatement will have been duly authorized by all necessary action and or proper corporate action, and, upon filing with the Secretary of State of the State of California, no other or additional corporate or legal action on shall be necessary to perfect the part rights and privileges of the Parent or Merger Sub is necessary to authorize holders of Preferred Shares under the execution and delivery by the Parent or Merger Sub Restatement. The holders of any such Ancillary Agreement or the consummation by it capital stock of the transactions contemplated thereby (other than Company are entitled to the adoption of this Agreement by Parent as sole stockholder of Merger Subrights, which shall occur immediately following the execution preferences and delivery of this Agreement). This Agreement has been, and when executed and delivered, each provisions of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawRestatement.

Authorization. (a) Each of the Parent and Merger Sub Seller has the requisite legal full corporate power and authority to execute and deliver this Agreement and each other agreement, document, instrument or certificate to be executed by such Seller in connection with the consummation of the Ancillary Agreements to which it is a partytransactions contemplated by this Agreement (the “Seller Documents”), to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Upon entry of the Parent and Merger Sub of this AgreementSale Order, and subject to obtaining any third party consents required under Intellectual Property Licenses that are not obviated by the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubSale Order, the execution, delivery and performance by each Seller of this Agreement and each of the Parent and Merger Sub of each Ancillary Agreement to which it is partySeller Documents, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)each Seller. This Agreement and each Seller Document has beenbeen (or, and when executed and deliveredin the case of Seller Documents to be entered into at or prior to the Closing, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, ) duly executed and delivered by each Seller and is (or, in the Company andcase of Seller Documents to be entered into at or prior to the Closing, assuming the due authorization, execution and delivery by the Company, constitutes will be) a legal, valid and binding obligation of each of the Parent and Merger Sub such Seller, enforceable against the Parent and Merger Sub each such Seller in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and . (b) general principles Each Purchased Subsidiary has power and authority to execute and deliver each agreement, document, instrument or certificate to be executed by such Purchased Subsidiary in connection with the consummation of equitythe transactions contemplated by this Agreement (the “Purchased Subsidiary Documents”), whether to perform its obligations thereunder and to consummate the transactions contemplated thereby, in the event that Purchaser makes a Subsidiary Asset Election with respect to such enforceability is considered Purchased Subsidiary. Each Purchased Subsidiary Document will be duly executed and delivered by each Purchased Subsidiary party thereto and will be a legal, valid and binding obligation of such Purchased Subsidiary, enforceable against such Purchased Subsidiary in a proceeding in equity or at Lawaccordance with its terms.

Authorization. (a) Each of the Parent and Merger Acquisition Sub has the all requisite legal corporate or similar organizational power and authority to execute authority, and deliver this Agreement and each of the Ancillary Agreements to which it is a partyhas taken all corporate action necessary, to execute, deliver and perform its respective obligations hereunder and thereunder and this Agreement, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity and Acquisition Sub and the consummation by Parent and Acquisition Sub of the transactions contemplated hereby have been duly and validly authorized and approved by the respective boards of directors (or similar governing body) of Parent and Acquisition Sub and by Parent as the sole stockholder equityholder of Merger Acquisition Sub. No other proceedings on the part of Parent or Acquisition Sub and compliance with no stockholder votes are necessary to authorize this Agreement and the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv))transactions contemplated hereby, other than the Parent Stockholder Approval. When This Agreement has been duly executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Acquisition Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery hereof by the CompanyCompany and the Representative, constitutes a is the legal, valid and binding obligation of each of the Parent and Merger Sub Acquisition Sub, enforceable against the Parent and Merger Sub each in accordance with its terms, except as enforcement may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and the General Enforceability Exceptions. (b) general principles The board of equitydirectors of Parent (on its own behalf and as the sole stockholder of Acquisition Sub) has unanimously duly adopted resolutions (i) determining that this Agreement and the transactions contemplated hereby, whether such enforceability is considered including the Merger, are advisable and are fair to and in a proceeding in equity or at Lawthe best interest of the Parent Stockholders, (ii) approving this Agreement and the transactions contemplated hereby, including the Merger and (iii) resolving to recommend approval of the issuance of the Parent Shares by the Parent Stockholders.

Authorization. Each of No Conflicts: Consents. ------------------------------------- (a) Subject to obtaining the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements Requisite Approvals set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubSchedule 4.2, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when at the Closing the Buyer Notes, the ------------ Security Instruments and the other Transaction Documents to be executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party by Buyer as contemplated hereby will behave been, duly executed and delivered by on behalf of Buyer and its relevant Affiliates. Subject to obtaining the Company andRequisite Approvals set forth in Schedule 4.2, assuming Buyer, or its Affiliate, as the due authorizationcase may be, has ------------ received all necessary authorization to execute, deliver and perform this Agreement and each Transaction Document to which it is or will be a party and each such agreement is, or upon its execution and delivery by the Companywill be, constitutes a legal, valid and binding obligation of each of Buyer, or its Affiliate, as the Parent and Merger Sub case may be, enforceable against the Parent and Merger Sub it in accordance with its terms, terms except as enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, moratoriuminsolvency and similar laws affecting creditors rights generally, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and general equitable principles. (b) general principles Except as set forth in Schedule 4.2 to this Agreement, the ------------ execution, delivery, and performance of equitythis Agreement and each Transaction Document to which Buyer or its Affiliate is or will be a party and the consummation of the transactions contemplated hereby and thereby will not conflict with, whether or result in any violation of or default under, any provision of the partnership agreement or other organizational or governing instrument of Buyer or such enforceability Affiliate, or any agreement or other arrangement to which Buyer or such Affiliate is considered subject or may be bound, or, subject to obtaining Requisite Approvals in Schedule 4.2, of any permit, concession, grant, license, judgment, order, decree, statute, law, ordinance, rule or regulation applicable to Buyer or such Affiliate or their respective properties, other than any such conflict, violation, default or loss that has been waived by the Seller in writing prior to Closing, or does not have a proceeding material adverse effect upon Buyer. No Requisite Approval is required on the part of Buyer or its relevant Affiliate in equity connection with the execution and delivery of this Agreement or at Lawany Transaction Document by Buyer or such Affiliate, or the consummation of the transactions contemplated hereby or thereby, except for those set forth on Schedule 4.2 of ------------ the Agreement.

Authorization. Each of the Parent and Merger Sub (a) The Company has the all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Additional Agreements to which it is a party, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the transactions contemplated hereby and therebythereby subject, in the case of the Merger, to receipt of the G3 Stockholder Approval. The execution, execution and delivery and performance by each of the Parent and Merger Sub Company of this Agreement, Agreement and the Additional Agreements to which it is a party and the consummation by the Company of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is Company. No other corporate proceedings on the part of the Company are necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary this Agreement or the consummation by Additional Agreements to which it of is a party or to consummate the transactions contemplated thereby by this Agreement (other than than, in the adoption case of this Agreement by Parent as sole stockholder the Merger, the receipt of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)G3 Stockholder Approval) or the Additional Agreements. This Agreement has been, and when executed and delivered, each of the Ancillary Additional Agreements to which the Parent and Merger Sub Company is a party will be, have been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Companyother parties hereto and thereto, constitutes this Agreement and the Additional Agreements to which the Company is a party constitute a legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its their respective terms, except as limited by (a) subject to bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium, fraudulent conveyance reorganization or other similar Laws relating to creditors’ affecting the rights of creditors generally and the availability of equitable remedies (the “Enforceability Exceptions”). (b) general principles By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of equitythe Board of Directors of the Company and the Board of Directors of G3, whether such enforceability each of the Board of Directors of the Company and the Board of Directors of G3 has: (i) approved the execution, delivery and performance by the Company of this Agreement, the Additional Agreements to which the Company or G3, as applicable, is considered a party and the consummation of the transactions contemplated hereby and thereby, including the Merger, on the terms and subject to the conditions set forth herein and therein; (ii) determined that this Agreement, the Additional Agreements to which it is a party, and the transactions contemplated hereby and thereby, are in the best interests of the Company, G3 and the G3 Stockholders; (iii) adopted this Agreement; and (iv) directed that the approval of this Agreement be submitted to G3 and the G3 Stockholders and recommended that G3 and the G3 Stockholders approve this Agreement. The affirmative vote or written consent of (i) G3 and (ii) those Persons holding a proceeding majority of the voting power of the shares of capital stock of G3 entitled to vote thereon to approve this Agreement (collectively, the “G3 Stockholder Approval”) are the only votes or consents of any of the holders of any class or series of capital stock of the Company or G3 that is necessary in equity or at Laworder for the Company to consummate the Merger and G3 and the Company to consummate the other transactions contemplated hereby.

Authorization. Each of the Parent and Merger Sub Seller has the all requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to consummate the transactions contemplated hereby and thereby and to perform its respective obligations hereunder and thereunder. The execution and delivery by Seller of this Agreement and the Ancillary Agreements to which it is a party, the consummation by Seller of the transactions contemplated hereby and thereby and the performance by Seller of its obligations hereunder and thereunder have been duly approved by all necessary corporate and shareholder action on the part of Seller, and no further action is required on the part of Seller to consummate authorize this Agreement or any Ancillary Agreements to which Seller is a party, or the transactions contemplated hereby and thereby. The executionSeller’s board of directors, delivery by resolutions duly adopted (and performance not thereafter modified or rescinded) by each the unanimous written consent of the Parent Seller’s board of directors, has approved and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize adopted this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub Seller is a party will beand approved the Asset Purchase and the other transactions contemplated hereby and thereby, determined that this Agreement, the other Ancillary Agreements to which Seller is a party and the terms and conditions of the Asset Purchase and this Agreement and the other Ancillary Agreements to which Seller is a party are advisable and in the best interests of Seller and its shareholder. Seller Parent is the sole shareholder of Seller and therefore, the affirmative vote of Seller Parent is the only vote of the shareholders of Seller necessary to adopt this Agreement and the other Ancillary Agreements to which Seller is a party and approve the Asset Purchase pursuant to any applicable Israeli Law. This Agreement has been duly executed and delivered by the Company andSeller, assuming the due authorization, and upon execution and delivery by of the CompanyAncillary Agreements, constitutes this Agreement and the Ancillary Agreements to which Seller is a party shall be the legal, valid and binding obligation obligations of each of the Parent and Merger Sub Seller, enforceable against the Parent and Merger Sub Seller in accordance with its their terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authorization. Each of the Parent and Merger Sub (a) Carlyle has the all requisite legal limited partnership power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it Carlyle is (or will be) a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The Except with respect to the agreements to be negotiated and entered into as part of the SPAC Transaction (including the SPAC Definitive Agreements) and the transactions contemplated thereby, the execution, performance and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Ancillary Agreements to which Carlyle is (or will be) a party by Carlyle and the consummation of the transactions contemplated hereby, hereby and thereby by Carlyle have been duly authorized by all necessary actionrequisite corporate, and no limited liability company or other entity power action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Carlyle. This Agreement has beenbeen (and the execution, performance and when executed and delivered, delivery of each of the Ancillary Agreements to which Carlyle is a party will be) duly and validly executed and delivered by Carlyle and constitutes (and each such Ancillary Agreement when so executed and delivered by Carlyle will constitute) a valid, legal and binding agreement of Carlyle (assuming this Agreement has been, and the Parent and Merger Sub Ancillary Agreements to which Carlyle is a party will be, duly authorized, executed and delivered by the Company andother parties [*] = Certain confidential information contained in this document, assuming marked by brackets, has been omitted because it is both (i) not material and (ii) is the due authorizationtype that the registrant treats as private or confidential. thereto), execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub Carlyle in accordance with its terms, except as (i) to the extent that enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) general principles Assuming the truth and accuracy of equitythe Company’s representations and warranties contained in Section 2.2(b) and Investor’s representations and warranties contained in Section 4.2(b), whether such enforceability no material notices to, filings with or authorization, registration, declaration, consent or approval of any Governmental Authority is considered necessary for the execution, delivery or performance by Carlyle of this Agreement or the Ancillary Agreements to which Carlyle is a party or the consummation by Carlyle of the transactions contemplated hereby or thereby, except for (i) notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority arising in a proceeding connection with the SPAC Transaction or the identity of the SPAC or the investors participating in equity or at Lawthe PIPE Financing and (ii) compliance with and filings under the HSR Act and any other applicable Competition Law set forth on Section 5.2 of the Company Disclosure Letter.

Authorization. Each of the Parent and Merger Sub (a) The Company has the requisite legal all necessary power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its respective obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution, delivery and performance by each of the Parent and Merger Sub Company of this Agreement, and the consummation by the Company of the Merger and the other transactions contemplated herebyby this Agreement, have been duly authorized by all necessary action, corporate action (including (i) the unanimous approval of the Board of Directors of the Company and (ii) the approval and adoption of this Agreement by the Stockholders pursuant to the Stockholder Consent) and no other action corporate proceedings on the part of the Parent or Merger Sub is Company are necessary to authorize this Agreement or to consummate the Merger or the other transactions contemplated hereby herein (other than than, with respect to the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with Merger, the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each recordation of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery appropriate merger documents as required by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this AgreementDGCL). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the CompanyRaven and Sub, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Company enforceable against the Parent and Merger Sub Company in accordance with its terms, except as limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and other similar Laws relating to affecting the enforceability of creditors’ ' rights generally generally, general equitable principles and the discretion of courts in granting equitable remedies. (b) general principles As of equitythe date of this Agreement, whether such enforceability the Board of Directors of the Company, at a meeting duly called and held at which a quorum was present throughout, has by the requisite vote of the directors (i) determined that this Agreement and the transactions contemplated hereby, including the Merger, are advisable and in the best interests of the Stockholders; (ii) determined that the Escrow and Indemnity Agreement and the transactions contemplated thereby are advisable and in the best interests of the Stockholders; and (iii) recommended that the Stockholders entitled to vote thereon approve and adopt this Agreement and the transactions contemplated herein, including the Merger. (c) The Stockholder Consent constitutes a valid consent in writing of the Stockholders in lieu of a meeting under Section 228 of the DGCL approving and adopting the Merger, this Agreement and the transactions contemplated herein. Such consent constitutes all stockholder action required by the DGCL, the Certificate of Incorporation and Bylaws and this Agreement to approve and adopt this Agreement, the Merger and the transactions contemplated herein. The Stockholder Consent is considered in a proceeding in equity or at Laweffective to waive any rights of first refusal and other rights and provisions granted pursuant to the Stockholder Agreement and to waive the application of Section E.1.(c) of Article Fourth of the Certificate of Incorporation.

Authorization. Each (a) This Agreement and all agreements, documents and instruments executed and delivered by the Company pursuant hereto are valid and binding obligations of the Parent Company, enforceable against the Company in accordance with their respective terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar Laws affecting or relating to creditors’ rights generally and Merger Sub has general principles of equity, regardless of whether asserted in a proceeding in equity or at law (the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby“Bankruptcy/Receivership Exception”). The execution, delivery and performance of this Agreement and all agreements, documents and instruments executed and delivered by each the Company pursuant hereto and, subject to receipt of the Parent and Merger Sub of this AgreementRequisite Stockholder Approval, and the consummation of the transactions contemplated hereby, Merger have been duly authorized by all necessary action, and no corporate or other action on the part of the Parent Company. (b) The Company Board has (i) determined that this Agreement, the other Transaction Documents and the Merger are fair to and in the best interests of the Company and its stockholders and (ii) resolved to recommend that the Company’s stockholders approve and adopt this Agreement, the Merger and the other transactions contemplated hereby. The affirmative votes of the holders comprising the Requisite Stockholder Approval are the only votes of the holders of any class or Merger Sub is series of the Capital Stock necessary to authorize approve and adopt this Agreement or to consummate and the transactions contemplated hereby Merger. (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(ic) through (iv)). When The Stockholder Consent, when executed and delivered will comprise the Requisite Stockholder Approval. The Stockholder Notices and Section 262 Notice, including all amendments and supplements thereto and all materials incorporated by each reference therein, shall not contain any statement which, in light of the Parent and Merger Subcircumstances under which made, is false or misleading with respect to any material fact, or omit to state any material fact necessary in order to make the execution, delivery and performance by each statements made therein not false or misleading in light of the Parent and Merger Sub of circumstances under which made, in each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (case other than the adoption of this Agreement information supplied in writing by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawBuyer specifically for inclusion therein.

Authorization. (a) Each of the Parent and Merger Sub SGA Company Party has the requisite legal all necessary partnership or limited liability company power and authority (as applicable) to execute and deliver enter into this Agreement and each of the Ancillary Agreements to which it is or will be a party, to perform carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyTransactions. The executionexecution and delivery by each SGA Company Party of this Agreement and the Ancillary Agreements to which such SGA Company Party is or will be a party, delivery and the performance by each such SGA Company Party of the Parent its obligations hereunder and Merger Sub of this Agreement, thereunder and the consummation by the SGA Company Parties of the transactions contemplated hereby, Transactions have been duly authorized by all necessary action, requisite partnership action and no other by all limited liability company action (as applicable) on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv))SGA Company Parties. When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the Assuming due authorization, execution and delivery by the Companyother applicable parties, constitutes this Agreement constitutes, and each other Ancillary Agreement to which each SGA Company Party is or will be a party will constitute when executed and delivered, a legal, valid and binding obligation agreement of each of the Parent and Merger Sub such SGA Company Party, enforceable against the Parent and Merger Sub such SGA Company Party in accordance with its terms, except as may be limited by (a) bankruptcy, insolvency, reorganizationfraudulent transfer, moratorium, fraudulent conveyance reorganization or other similar Laws laws of general applicability relating to creditors’ or affecting the rights of creditors generally and (the “Bankruptcy Exception”). (b) general principles Each Seller who is a natural person has the legal capacity, and each Seller who is an entity has all necessary partnership, limited liability company or corporate or similar power and authority, to enter into this Agreement and each of equitythe Ancillary Agreements to which it is or will be a party, whether to carry out its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by each Seller of this Agreement and each of the Ancillary Agreements to which it is or will be a party, the performance by each Seller of its obligations hereunder and thereunder and the consummation by each Seller of the Transactions have been duly authorized by all requisite corporate or similar action on the part of each Seller. This Agreement constitutes, and each other Ancillary Agreement to which any SGA Party is or will be a party will constitute when executed and delivered, a legal, valid and binding agreement of such enforceability is considered Seller, enforceable against it in a proceeding in equity or at Lawaccordance with its terms, except as may be limited by the Bankruptcy Exception.

Authorization. Each of the Parent and Merger Sub Such Buyer Party has the requisite legal full corporate power or limited liability company power and authority to execute and deliver this Agreement and each of any other certificate, agreement, document or other instrument to be executed and delivered by it in connection with the transactions contemplated hereby (collectively, the "Buyer Ancillary Agreements to which it is a party, Documents") and to perform its respective obligations hereunder and thereunder and to consummate this Agreement and the other transactions contemplated hereby. The execution and delivery of this Agreement and the Buyer Ancillary Documents by such Buyer Party and the performance by such Buyer Party of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby provided for herein and therebytherein have been duly and validly authorized by all necessary corporate or limited liability company action on the part of such Buyer Party. The board of directors of Buyer Parent and the member of Buyer have approved the execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Buyer Ancillary Documents and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, hereby and no other action on thereby and the part consent of the shareholders of Buyer Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)not required. This Agreement has been, and when executed and delivered, each the applicable Buyer Ancillary Documents will be as of the Ancillary Agreements to which the Parent and Merger Sub is a party will beClosing Date, duly executed and delivered by the Company such Buyer Party and, assuming the due and valid authorization, execution and delivery thereof by the Companyother parties thereto, constitutes a legaldo or will, as the case may be, constitute the valid and binding obligation agreements of each of the Parent and Merger Sub such Buyer Party, enforceable against the Parent and Merger Sub it in accordance with its their respective terms, except as limited by (a) subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and other similar Laws relating to affecting the enforceability of creditors’ ' rights generally generally, general equitable principles and (b) general principles the discretion of equity, whether such enforceability is considered courts in a proceeding in equity or at Lawgranting equitable remedies.

Authorization. Each (a) The Company Board has unanimously: (i) approved and declared advisable this Agreement and the Transactions contemplated hereby, (ii) determined that the terms of the Parent Agreement and Merger Sub the Transactions contemplated hereby are fair to, and in the best interests of, the Company and the Company’s shareholders, (iii) directed that the adoption of this Agreement be submitted to a vote of the Company’s shareholders at the Company Shareholders Meeting, and (iv) subject to the terms and conditions of this Agreement, resolved to make the Board Recommendation. As of the date of this Agreement, the Board Recommendation has not been withdrawn, amended, rescinded or modified in any way and no Board Recommendation Change is in effect. (b) Assuming the requisite legal representations and warranties set forth in Section 5.6 are true and correct, (i) the Company has all necessary power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder obligations, covenants and thereunder agreements under this Agreement and the Ancillary Agreements to which it is party and, subject to obtaining the Company Shareholder Approval, to consummate the transactions contemplated hereby Transactions and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(iii) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each the Company of this Agreement and the Parent and Merger Sub of each Ancillary Agreement Agreements to which it is party, and the consummation by it the Company of the transactions contemplated therebyTransactions, will have been duly authorized and approved by all necessary action and the Company Board, and, except for obtaining the Company Shareholder Approval, no other corporate action on the part of the Parent or Merger Sub Company is necessary to authorize the execution and delivery consummation by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it Company of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Transactions. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Companyother Parties hereto, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its their terms, except as limited by that (aA) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to Laws, now or hereafter in effect, affecting creditors’ rights and remedies generally and (bB) general principles the remedies of equityspecific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought (collectively, whether such enforceability “Creditors’ Rights”). (c) The Company Shareholder Approval is considered in a proceeding in equity the only vote or at Lawapproval of the holders of any of the Company’s Capital Stock necessary under applicable Law or the Organizational Documents of the Company to adopt this Agreement and consummate the Transactions contemplated hereby, including the Merger.

Authorization. (a) Each of the Parent Parent, the Company and Merger Sub each of their respective Subsidiaries, as applicable, has the all requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate carry out the transactions contemplated hereby provisions of this Agreement and thereby. The executionthe other Transaction Documents to which it is a party, delivery including with respect to the Parent, the power and performance by each authority to issue the Common Stock issuable upon conversion of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other Note. (b) All action on the part of the Parent or Merger Sub is Parent, the Company and each of their Subsidiaries, as applicable, their respective officers, directors and stockholders necessary to authorize this Agreement or to consummate for the transactions contemplated hereby (other than the adoption of this Agreement immediately after the authorization, execution and delivery of this Agreement by Parent in its capacity and the other Transaction Documents to which the Parent, the Company and each of their Subsidiaries, as applicable, is a party, and the sole stockholder performance of Merger Sub all obligations of the Parent, the Company and compliance with their Subsidiaries hereunder and thereunder, and the filing authorization, issuance (or reservation for issuance) and notice requirements set forth in Sections 4.3(b)(i) through (iv))delivery of the Common Stock issuable upon conversion of the Note has been taken. When This Agreement has been duly and validly executed and delivered by each the Parent and the Company, and the other Transaction Documents to which the Parent, the Company or any Subsidiary is a party, when executed and delivered, will constitute, assuming this Agreement and the other Transaction Documents have been duly authorized, executed and delivered by Lender, and are, valid and legally binding obligations of the Parent and Merger Subthe Company, enforceable in accordance with their respective terms except: (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other Laws of general application affecting enforcement of creditors’ rights generally; and (ii) as limited by Laws relating to the availability of specific performance, injunctive relief or other equitable remedies (the “Enforceability Exceptions”). (c) The Board of Directors, by resolutions unanimously adopted at a meeting duly called and held, has (i) determined and declared that this Agreement and the Contemplated Transactions are advisable and fair to, and in the best interests of, the Parent and its stockholders and (ii) authorized and approved the execution, delivery and performance by each of this Agreement and the Transaction Documents. Such resolutions have not been rescinded, modified or withdrawn in any way as of the date of this Agreement. (d) Prior to the date hereof, the bylaws of the Parent in the form attached hereto as Exhibit E were amended to render the restrictions set forth in NRS 78.378 through 78.3793, inclusive, inapplicable to the Lender, Epsilon and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawtheir respective affiliates.

Authorization. Each The execution and delivery by Seller of this Agreement and the Parent Ancillary Agreements to which Seller is or is to become a party, the performance of its obligations hereunder and Merger Sub thereunder, and the Transactions have been duly and validly authorized by all necessary corporate action on the part of Seller other than the Seller Stockholder Approval. Seller has the requisite legal right, power and authority to execute and deliver this Agreement and the Ancillary Agreements to which it is or is to become a party and to perform its obligations hereunder and thereunder. This Agreement has been, and each of the Ancillary Agreements to which Seller or a Seller Subsidiary is or is to become a party, when executed and assuming due authorization, execution and delivery by Buyer and each other party hereto or thereto other than a Seller Party, will be, duly executed and delivered by such Seller Party and constitute valid and legally binding obligations of Seller enforceable in accordance with their respective terms, except as such enforceability may be (i) limited by applicable bankruptcy, insolvency, reorganization, fraudulent transfer and other laws affecting creditors’ rights generally (other than claims brought by ▇▇▇▇ ▇▇▇▇▇▇▇), and (ii) subject to the rules of law governing specific performance, injunctive relief, or other equitable remedies. The Board of Directors of Seller, has (a) (i) determined that the Transactions are in the best interests of Seller and its stockholders and approved and declared advisable this Agreement and the Transactions, on the terms and subject to the conditions set forth herein, and (ii) resolved to recommend that Seller’s stockholders vote in favor of the Transactions and (b) directed that this Agreement and the terms of the Transaction be submitted to the Seller’s stockholders for their approval. The execution and delivery by each Seller Subsidiary of the Ancillary Agreements to which it is to become a party, to perform the performance of its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreementthereunder, and the consummation of the transactions contemplated hereby, Transactions have been duly and validly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (Seller Subsidiary other than the adoption of this Agreement by Parent as sole stockholder of Merger SubSeller Stockholder Approval. Each Seller Subsidiary has the right, which shall occur immediately following the execution power and delivery of this Agreement). This Agreement has been, authority to execute and when executed and delivered, each of deliver the Ancillary Agreements to which the Parent and Merger Sub it is to become a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution to perform its obligations hereunder and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawthereunder.

Authorization. Each of the Parent and Merger Sub (a) The Company has the requisite legal all necessary power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its respective obligations hereunder and, subject to receipt of the Requisite Company Vote, to execute and thereunder deliver the Plan of Merger and to consummate the transactions contemplated hereby Merger and therebythe other Transactions. The execution, delivery and performance by each of the Parent and Merger Sub Company of this AgreementAgreement and the Plan of Merger, and the consummation of the transactions contemplated herebyMerger and the other Transactions, have been duly and validly authorized by all necessary action, the Company Board and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than such filings and recordation as required by the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubCompanies Act, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub Company is necessary to authorize the execution and delivery by the Parent or Merger Sub Company of any such Ancillary this Agreement or and the Plan of Merger, and the consummation by it of the transactions contemplated thereby (other than Transactions, subject, in the adoption case of this Agreement by Parent as sole stockholder the Plan of Merger Suband the Merger, which shall occur immediately following to receipt of the execution and delivery of this Agreement). Requisite Company Vote. (b) This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the Company▇▇▇▇▇▇ and Merger Sub, constitutes is a legal, valid and binding obligation of each of the Parent and Merger Sub Company enforceable against the Parent and Merger Sub Company in accordance with its terms, except as that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws Laws, now or hereafter in effect, relating to creditors’ rights generally generally, and (b) general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”). (c) As of the date hereof, the Company Board, acting upon the recommendation of the Special Committee, by resolutions duly adopted by vote of those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement and the Plan of Merger, (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger, and (iii) resolved to recommend the authorization and approval of this Agreement, the Plan of Merger and the consummation of the Transactions, including the Merger, to the holders of Shares (the “Company Recommendation”). As of the date hereof, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (d) The Special Committee has received from ▇▇▇▇▇, LLC (the “Financial Advisor”) its opinion to the effect that, as of the date of this Agreement and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares, Dissenting Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing Excluded Shares) are fair, from a financial point of view, to such holders. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Proxy Statement and Schedule 13E-3.

Authorization. Each (a) Buyer and each of the Parent and Merger Sub its Affiliates that is a party to an Ancillary Agreement has the all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder Buyer and thereunder such Affiliates are party and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly authorized by all requisite corporate action of Buyer and the execution and delivery of each Ancillary Agreement and the consummation of the transactions contemplated thereby will have been, prior to the Closing, duly authorized by all requisite corporate action of Seller and/or each Affiliate of Seller that is a party to such Ancillary Agreement. This Agreement has been (and the Ancillary Agreements will be) duly and validly executed and delivered by Buyer and such Affiliates and constitutes (and each such Ancillary Agreement when so executed and delivered by Buyer and/or such Affiliates will constitute) a valid, legal and binding agreement of Buyer and such Affiliates (assuming this Agreement has been, and the Ancillary Agreements to which Buyer and its Affiliates are party will be, duly authorized, executed and delivered by the other parties thereto), enforceable against Buyer and such Affiliates in accordance with its terms, except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other Laws affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) Assuming the truth and accuracy of Seller’s representations and warranties contained in Section 2.2(b), no material notices to, filings with or authorization, consent or approval of any Governmental Authority is necessary for the execution, delivery and or performance by each of the Parent and Merger Sub of this Agreement, and Agreement by Buyer or the Ancillary Agreements to which Buyer or any of its Affiliates is a party or the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and except for compliance with and filings under the filing HSR Act and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no any other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at applicable Competition Law.

Authorization. Each of the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by each the Borrower and the Subsidiaries of their respective obligations under the Parent Loan Documents have been duly authorized by all requisite corporate and Merger Sub other action and will not, either prior to or as a result of this Agreement, and the consummation of the transactions contemplated herebyby this Agreement: (i) violate any provision of Applicable Law, have been duly authorized by all necessary actionany order of any court or other agency of government, and no other action on the part any provision of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each Organic Documents of the Parent and Merger SubBorrower or any Subsidiary, the executionor any Contract, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is partyindenture, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no agreement or other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements instrument to which the Parent and Merger Sub Borrower or any of the Subsidiaries is a party will beparty, or by which the Borrower or any of the Subsidiaries or any of its assets or properties are bound, or (ii) be in conflict with, result in a breach of, or constitute (after the giving of notice or lapse of time or both) a default under, or, except as may be provided in the Loan Documents, result in the creation or imposition of any Lien of any nature whatsoever upon any of the property or assets of the Borrower or any of the Subsidiaries pursuant to, any such Contract, indenture, agreement or other instrument. (b) This Agreement and the other Loan Documents have been duly executed and delivered by the Company andBorrower and its Subsidiaries party thereto, assuming and constitute the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each obligations of the Parent Borrower and Merger Sub its Subsidiaries party thereto, enforceable against the Parent Borrower and Merger Sub such Subsidiaries in accordance with its their respective terms, except as to the extent that enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratoriummoretorium, fraudulent conveyance transfer or other similar Laws laws now or hereafter in effect relating to creditors’ ' rights generally generally, and (b) by general principles of equity. (c) Neither the Borrower nor any of the Subsidiaries is required to obtain any Government Approval, whether consent or authorization from, or to file any declaration or statement with, any governmental instrumentality or agency in connection with or as a condition to the execution, delivery or performance of any of the Loan Documents. (d) Without limitation of Sections 3.03(a) through 3.03(c) above, the issuance of the Warrants has been authorized by all requisite corporate action of the Borrower, and such enforceability issuance does not conflict with any shareholders' agreement, preemptive rights, limitation under or requirement of Organic Documents, or other agreement or commitment of the Borrower. Upon exercise of the Warrants in accordance with the terms thereof, the Warrant Shares (as such term is considered defined in a proceeding in equity or at Lawthe Warrants) will be validly issued, fully paid and nonassessable.

Authorization. Each of the (a) Parent and the Merger Sub has the Subs have all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partybe executed and delivered by Parent and the Merger Subs pursuant hereto, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby and to perform their obligations hereunder and thereunder. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized by Parent’s Board of Directors. Except for the filing of the First Certificate of Merger and Second Certificate of Merger with the Delaware Secretary of State, no other corporate proceedings on the part of Parent or the Merger Subs are necessary to authorize this Agreement and the Ancillary Agreements to which they are to be parties and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by each of the Parent and the Merger Sub Subs and is, and upon execution and delivery of the Ancillary Agreements to which Parent and/or the Merger Subs are or will be parties, each of such Ancillary Agreements will be, legal, valid and binding obligations of Parent and/or the Merger Subs enforceable against Parent and/or the Merger Subs in accordance with their terms, in each case, except as such enforceability may be limited by (a) bankruptcy, insolvency, moratorium, reorganization or other similar laws affecting creditors’ rights generally and (b) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (b) The Board of Directors of each of the Merger Subs, by written consent duly adopted prior to the date hereof, (i) has resolved that this Agreement, Agreement and the Ancillary Agreements and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary actionincluding the Mergers, and no other action on thereby are fair to and in the part best interests of the Parent or applicable Merger Sub is necessary to authorize and the stockholder of the applicable Merger Sub, (ii) approved and declared advisable this Agreement or to consummate Agreement, the Ancillary Agreements and the Mergers and the other transactions contemplated hereby and thereby, on the terms and subject to the conditions set forth herein, in accordance with the requirements of the DGCL, and (other than the adoption of iii) submitted this Agreement immediately after the execution and delivery of this Agreement for adoption by Parent in its capacity Parent, as the sole stockholder of the Merger Sub and compliance with Subs. Parent, as the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of the Merger SubSubs, which shall occur immediately following has duly approved and adopted this Agreement and the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawMergers.

Authorization. (a) Each of the Parent and Merger Sub Seller has the requisite legal full power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Related Documents to which it is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Related Documents and the consummation of the transactions contemplated hereby, have hereby and thereby has been duly authorized by all necessary actioncorporate, and no limited partnership or other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it Seller that is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)not a natural person. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements Related Documents to be executed by such Seller will be, duly executed and delivered by such Seller and, assuming the due execution of this Agreement by Buyer and the other Sellers, is or will be when executed by such Seller a valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, except that such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting the rights or remedies of creditors or general principles of equity (whether considered in a proceeding at law or in equity) and the discretion of the court before which any proceeding therefor may be brought. (b) The Company has full power and authority to execute and deliver this Agreement and the Related Documents to which the Parent and Merger Sub it is a party will be, and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Related Documents and the consummation of the transactions contemplated hereby and thereby has been duly authorized by all necessary corporate action of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorizationexecution of this Agreement by Buyer and the Sellers, execution and delivery by the Company, constitutes is a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms. The Related Documents will be, when duly executed and delivered by each of the Parent parties thereto, a valid and Merger Sub binding obligation of the Company, in each case enforceable against the Parent and Merger Sub Company in accordance with its terms, except as that such enforcement may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws laws now or hereafter in effect relating to creditors’ or affecting the rights generally and (b) or remedies of creditors or general principles of equity, equity (whether such enforceability is considered in a proceeding at law or in equity or at Lawequity) and the discretion of the court before which any proceeding therefor may be brought.

Authorization. Each (a) Subject to receipt of the Parent and Merger Sub Company Stockholder Approval, the Company has the all requisite legal corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and therebythereby and to perform its obligations hereunder and thereunder. The execution, delivery and performance by each of this Agreement and the Ancillary Agreements and the consummation of the Parent transactions contemplated hereby and thereby have been duly and validly authorized or recommended, as applicable, by the Company’s Board of Directors (and each applicable committee thereof) and, except for (i) receipt of the Company Stockholder Approval and (ii) the filing of the Certificate of Merger Sub with the Delaware Secretary of State, no other corporate proceedings on the part of the Company are necessary to authorize the consummation of the transactions contemplated by this Agreement or the Ancillary Agreements. On or prior to the date hereof, the Company’s Board of Directors has unanimously (x) determined that it is in the best interests of the Company and the Stockholders, and declared it advisable, to enter into this Agreement, (y) approved the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, have and (z) resolved to recommend that the Stockholders adopt this Agreement and approve the Merger. This Agreement has been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent Company and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is partyis, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the upon execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub Company is to be a party party, each of such Ancillary Agreements will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Company enforceable against the Parent and Merger Sub Company in accordance with its terms, in each case, except as such enforceability may be limited by (aA) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or reorganization and other similar Laws relating to laws affecting creditors’ rights generally and (bB) the general principles of equity, regardless of whether such enforceability is considered asserted in a proceeding in equity or at Lawlaw. Certain confidential information contained in this document, marked by [*****], has been omitted because Sportradar Holding AG (the “Company”) has determined that the information (i) is not material and (ii) would likely cause competitive harm to the Company if publicly disclosed. (b) The Company Stockholder Approval is the only action of the Stockholders required to adopt and approve this Agreement and the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby.

Authorization. Each (a) The Agent is authorized to take such action on behalf of each of the Parent Banks and Merger Sub has to exercise all such powers as are hereunder and under any of the requisite legal power other Loan Documents and authority any related documents delegated to execute the Agent, together with such powers as are reasonably incident thereto, provided that no duties or responsibilities not expressly assumed herein or therein shall be implied to have been assumed by the Agent. Each Bank hereby authorizes the Agent to hold and deliver this Agreement exercise control over the Collateral and to exercise discretion with regard to the acceptance of Consumer Loan Collateral and the inclusion of Eligible Consumer Loans in the Borrowing Base from time to time. (b) The relationship between the Agent and each of the Ancillary Agreements to which it Banks is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythat of an independent contractor. The executionuse of the term "Agent" is for convenience only and is used to describe, delivery as a form of convention, the independent contractual relationship between the Agent and performance by each of the Parent Banks. Nothing contained in this Credit Agreement nor the other Loan Documents shall be construed to create an agency, trust or other fiduciary relationship between the Agent and Merger Sub any of this Agreementthe Banks. (c) As an independent contractor empowered by the Banks to exercise certain rights and perform certain duties and responsibilities hereunder and under the other Loan Documents, the Agent is nevertheless a "representative" of the Banks, as that term is defined in Article 1 of the Uniform Commercial Code, for purposes of actions for the benefit of the Banks and the consummation Agent with respect to all collateral security and guaranties contemplated by the Loan Documents. Such actions include the designation of the transactions contemplated herebyAgent as "secured party", have been duly authorized by "mortgagee" or the like on all necessary actionfinancing statements and other documents and instruments, and no other action on whether recorded or otherwise, relating to the part attachment, perfection, priority or enforcement of any security interests, mortgages or deeds of trust in collateral security intended to secure the payment or performance of any of the Parent or Merger Sub is necessary Obligations, all for the benefit of the Banks and the Agent. (d) Each of the Banks and the Borrower hereby acknowledges the terms of each of the Intercreditor Agreement and further acknowledges that certain rights and remedies hereunder (including those set forth in Section 12.4 hereof) are subject to authorize this the terms of the Intercreditor Agreement. Each of the Banks hereby authorizes the Agent to execute, deliver and perform the Intercreditor Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as Agent for the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv))Banks. When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, The Agent and the consummation by it of the transactions contemplated thereby, will have been duly authorized by Banks hereby agree that all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery amounts received by the Parent or Merger Sub of any such Ancillary Agent under the Intercreditor Agreement or shall be applied to the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub Obligations in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles the terms of equity, whether such enforceability is considered in a proceeding in equity or at Lawthis Credit Agreement.

Authorization. Each of the Parent No Conflict; Consents and Merger Sub Approvals. (a) Ride has the all requisite legal power and authority to execute and deliver this Agreement and to consummate or to cause the other Ride Entities to consummate, as applicable, the Green Reorganization and the Green Contribution (including taking each action that it and each other Ride Entity is contemplated to take by this Agreement and the Transaction Agreement in connection therewith). The execution and delivery of this Agreement by Ride and the consummation by it and the other Ride Entities of its and their applicable portions of the Ancillary Agreements Green Reorganization and the Green Contribution (and the taking of the other actions contemplated by this Agreement) have been duly authorized by all necessary entity action on the part of Ride and each other applicable Ride Entity and by all necessary action on the part of the holders of Ride’s Equity Interests and by the holders of the Equity Interests of the other applicable Ride Entities. This Agreement has been duly executed and delivered by Ride and assuming that this Agreement constitutes the valid and binding obligation of Sailfish, New Sailfish and Apple, constitutes a valid and binding obligation of Ride enforceable in accordance with its terms, subject, as to which it is a partyenforceability, to perform its respective obligations hereunder Creditors’ Rights. (b) The execution and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this AgreementAgreement do not, and the consummation of the transactions contemplated hereby, have been duly authorized comprising the Green Reorganization and the Green Contribution by all necessary action, the Ride Entities and no other action on the part performance of the Parent Combination Agreements to which any Ride Entity is a party by such Ride Entity (and the taking of the other actions contemplated by this Agreement) will not, result in any violation of, or Merger Sub default (with or without notice or lapse of time, or both) under, or acceleration of any material obligation or the loss, suspension, limitation or impairment of a material benefit under (or right of any Ride Entity to own or use any assets or properties required for the conduct of their respective businesses), or result in (or give rise to) the creation of any Encumbrance or any rights of termination, cancellation, first offer or first refusal, in each case, with respect to any of the properties or assets of any Ride Entity under, any provision of (i) the Organizational Documents of any Ride Entity, (ii) any loan or credit agreement, note, bond, mortgage, indenture, lease or other agreement, permit, franchise or license to which any Ride Entity is necessary a party or by which any Ride Entity or its or their respective properties or assets are bound, or (iii) assuming the consents, approvals, orders, authorizations, registrations, filings or permits referred to authorize this in the Transaction Agreement are duly and timely obtained or made and the Sailfish Stockholder Approval has been obtained, any Law applicable to consummate any Ride Entity or any of their respective properties or assets, other than, in the transactions contemplated hereby case of clauses (other than ii) and (iii), any such violations, defaults, acceleration, losses, or Encumbrances that have not had and would not be reasonably likely to have, individually or in the adoption of this Agreement immediately after aggregate, a Green Material Adverse Effect. (c) No consent, approval, order or authorization of, or registration, declaration or filing with, or permit from any Governmental Entity is required to be obtained or made by any Ride Entity in connection with the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement Ride or the consummation by it the Ride Entities of the transactions applicable portions of the Green Reorganization and the Green Contribution (and the taking of the other actions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, except for any filings required under the HSR Act and such reports under the Exchange Act, and when executed such other compliance with the Exchange Act and deliveredthe rules and regulations thereunder, each of as may be required in connection with this Agreement and the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawTransactions.

Authorization. Each The board of directors of the Parent Company, at a meeting duly called and Merger Sub has the requisite legal power held, duly and authority to execute and deliver unanimously adopted resolutions declaring that this Agreement and each of Agreement, the Ancillary Agreements to which it is a partyAgreements, to perform the Merger and the transactions contemplated hereby and thereby are in the best interests of its respective obligations hereunder shareholders and thereunder recommending that its shareholders approve this Agreement, the Ancillary Agreements, the Merger and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each Shareholder Approval is the only vote of holders of any class or series of capital stock or other securities of the Parent and Merger Sub of Company necessary to approve this Agreement, the Ancillary Agreements, the Merger and the transactions contemplated hereby and thereby. Subject to obtaining the Shareholder Approval, the execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary action, and no other requisite action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution Company and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)shareholders. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements Agreement to which the Parent and Merger Sub Company is a party will be, duly executed and delivered by the Company and, and (assuming the due authorization, execution and delivery by the Companyother parties thereto) this Agreement is, constitutes and each Ancillary Agreement to which the Company is a party, when so duly executed and delivered will be, a legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its terms, terms (except as the enforceability thereof may be limited by (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance insolvency or other similar Laws relating to affecting creditors’ rights generally and (b) or by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at Lawlaw).

Authorization. Each Company and each of the Parent Glas▇▇ ▇▇▇p. and Merger Sub Zwei▇ ▇▇▇agement Corp. has the requisite legal full corporate or partnership or limited liability company power and authority to to, and each Equityholder has full legal right, power, authority and capacity to, execute and deliver this Agreement and each of the Ancillary Related Agreements to which it each is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and therebythereby and to perform its obligations hereunder and thereunder. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Related Agreements to which each is a party and the consummation of the transactions contemplated hereby, hereby and thereby have been duly authorized and validly approved by all necessary action, and no other requisite corporate or partnership action on the part of each Company and each of Glas▇▇ ▇▇rp. and Zwei▇ ▇▇nagement Corp., and no other corporate or partnership proceedings on the Parent part of any Company or Merger Sub is Glas▇▇ ▇▇rp. or Zwei▇ ▇▇▇agement Corp. are necessary to authorize approve this Agreement or and the Related Agreements and to authorize and consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party Related Agreement will at Closing be, duly and validly executed and delivered by the each Company andand each Equityholder party thereto, and (assuming the due authorization, execution and delivery of this Agreement and the Related Agreements by Buyer) this Agreement constitutes, and each of the CompanyRelated Agreements will at Closing constitute, constitutes a legal, valid and binding obligation of each of the Parent Company and Merger Sub each Equityholder party thereto, enforceable against the Parent each Company and Merger Sub each Equityholder party thereto in accordance with its terms, except as the enforceability thereof may be subject to or limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws laws relating to creditors’ or affecting the rights of creditors generally and (b) general principles of equity, regardless of whether such enforceability is considered applied in a proceeding proceedings at law or in equity equity. There are no proceedings or at Law.actions pending or contemplated to dissolve any of the Companies or Glas▇▇ ▇▇▇p. or Zwei▇ ▇▇▇agement Corp.

Authorization. Each The World Reach Companies are duly organized, validly existing and in good standing under the Laws of the Parent State of Delaware and Merger Sub has the requisite legal have all necessary corporate or entity power and authority to execute own, operate or lease the properties and deliver assets now owned, operated or leased by them and to carry on the Business as currently conducted. Except as would not, individually or in the aggregate, be expected to result in a Material Adverse Effect, the World Reach Companies are duly licensed or qualified to do business and are in good standing in each jurisdiction in which the ownership of the Assets or the operation of the Business as currently conducted makes such licensing or qualification necessary. 1. Sellers have all necessary corporate power and authority to enter into this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is Sellers are a party, to perform its respective carry out their obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionexecution and delivery by Sellers of this Agreement and any other Transaction Document to which Sellers are a party, delivery and the performance by each S▇▇▇▇▇▇ of the Parent their obligations hereunder and Merger Sub of this Agreement, thereunder and the consummation by Sellers of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other requisite corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Sellers. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company andS▇▇▇▇▇▇, and (assuming the due authorization, execution and delivery by the Company, Purchaser) this Agreement constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Sellers, enforceable against the Parent and Merger Sub Sellers in accordance with its terms, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and (b) by general principles of equity, equity (regardless of whether such enforceability enforcement is considered sought in a proceeding at law or in equity). When each other Transaction Document to which Sellers are or will be a party has been duly executed and delivered by Sellers (assuming due authorization, execution and delivery by Purchaser and each other party thereto), such Transaction Document will constitute a legal and binding obligation of Seller enforceable against it in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or at Lawin equity).

Authorization. Each of the Parent and Merger Sub (a) Seller has the requisite legal full corporate power and authority to execute execute, deliver and deliver perform this Agreement and each of the Ancillary Additional Agreements to which it is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Additional Agreements by each Seller have been duly and validly authorized and approved by Seller by all necessary corporate action. Each of the boards of directors of Seller Subsidiary and Seller Parent has unanimously (i) duly approved this Agreement and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate (ii) determined that in its opinion the transactions contemplated hereby (other are expedient and for the best interests of Seller Subsidiary or Seller Parent, as applicable. Other than the adoption consent of U.M Accelmed, Limited Partnership, no other vote or consent of the holders of any of the Seller Parent’s or Seller Subsidiary’s share capital, are necessary under the laws of the jurisdiction of organization or the organizational documents of Seller Parent and Seller Subsidiary for them to approve and adopt this Agreement immediately after and the transactions contemplated hereby. (b) This Agreement has been, and the Additional Agreements, upon execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When Seller, will be duly authorized, executed and delivered by each Seller and constitutes, or upon execution and delivery will constitute, as the case may be, legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except (i) as such enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights, and (ii) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Parent and Merger Subcourt before which any proceeding therefor may be brought. (c) Except as set forth on Schedule 4.2(c), neither the execution, delivery and performance by each of this Agreement or any of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and Additional Agreements nor the consummation by it of any of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part hereby or thereby nor compliance with or fulfillment of the Parent terms, conditions and provisions hereof or Merger Sub is necessary to authorize thereof will: (i) violate, conflict with or result in the execution and delivery by the Parent or Merger Sub breach of any such Ancillary Agreement provision of the Current Articles, charter, bylaws or any other organizational documents of Seller, (ii) violate or conflict with any Legal Requirements or Governmental Order applicable to Seller, (iii) result in the creation or imposition of any Encumbrance upon any of the Purchased Assets, or (iv) require the approval, consent, authorization or act of, or the consummation making by it Seller of the transactions contemplated thereby (any declaration, filing or registration with, any Governmental Body or other Person, other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of expressly contemplated in this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authorization. Each of the Parent and Merger Sub (a) Such Buyer has the requisite legal corporate or other power and authority to execute and deliver this Agreement and each other Transaction Document to be executed by such Buyer in connection with the consummation of the Ancillary Agreements to which it is a partyTransactions, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions. Except for the Parent Shareholder Approval, no other corporate proceedings are necessary for Buyer to execute and therebydeliver this Agreement or perform its obligations hereunder. The execution, delivery This Agreement has been and performance by each of the Parent and Merger Sub of this Agreementother Transaction Documents to which Buyer is a party have been, and at the consummation of the transactions contemplated herebyClosing will be, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When validly executed and delivered by each of the Parent Buyer and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes other parties hereto and thereto) this Agreement and each of the Transaction Documents to which Buyer is a party constitute the legal, valid and binding obligation of each of the Parent and Merger Sub Buyer enforceable against the Parent and Merger Sub it in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating subject to creditors’ rights generally and the Bankruptcy Exception. (b) general principles At a duly convened meeting, the board of equitydirectors of Buyer Parent duly approved this Agreement and the Transactions and duly resolved to recommend that shareholders of Buyer Parent vote to approve this Agreement and the Transactions. On or prior to the date hereof, whether Mr. ▇▇▇▇▇ ▇▇▇▇▇▇▇ and Mrs. ▇▇▇▇▇ ▇▇▇▇, who together beneficially own approximately 41% of the voting shares of Buyer Parent, delivered their irrevocable undertakings to vote owned Buyer Parent voting shares in favor of the approval of this Agreement and the Transactions, and not to do anything the effect of which would adversely affect such enforceability is considered in undertaking, a proceeding in equity or at Lawcopy of which undertaking, together with a substantially complete draft of the information package required be delivered to Buyer Parent stockholders (the “Information Package”), has been furnished to Seller Parent prior to the execution of this Agreement.

Authorization. Each of the Parent and Merger Sub Group Companies has the all requisite legal corporate power and authority to execute execute, deliver and deliver this Agreement and perform its obligations under each of the Ancillary Agreements Documents and each Restructuring Agreement (as defined below) to which it is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has beenbeen duly authorized, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming Group Companies and the due authorization, execution Controlling Shareholder. Each of the Documents has been duly authorized and delivery when executed and delivered by the CompanyGroup Companies and the Controlling Shareholder (to the extent it is a party thereto) shall constitute a legal, valid and binding obligation of each of the Group Companies and the Controlling Shareholder (to the extent it is a party thereto) enforceable against each of the Group Companies and the Controlling Shareholder (to the extent it is a party thereto) in accordance with its terms, and each Restructuring Agreement considered individually and with all other Restructuring Agreements, has been duly authorized, executed and delivered by the Group Companies and the Controlling Shareholder (to the extent it is a party thereto) and constitutes a legal, valid and binding obligation of each of the Parent Group Companies and Merger Sub the Controlling Shareholder (to the extent it is a party thereto) enforceable against each of the Parent Group Companies and Merger Sub the Controlling Shareholder (to the extent it is a party thereto) in accordance with its terms, except (i) as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws relating to laws of general application affecting enforcement of creditors’ rights generally generally, (ii) as limited by laws relating to the availability of specific performance, injunctive relief or other equitable remedies, and (biii) general principles to the extent the indemnification provisions contained in Section 8 of equitythis Agreement may be limited by applicable federal or state securities laws. For the purpose of this Agreement, whether such enforceability is considered the “Restructuring Agreement” or “Restructuring Agreements” shall refer to those agreements as disclosed by the Company in a proceeding in equity or at Law“Our Company—Restructuring Agreements” of the Prospectus filed by the Company with the SEC on August 2, 2006 pursuant to Rule 424B(3) under the Act.

Authorization. Each of the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement and the Ancillary Agreements by or on behalf of each of the Seller Parent and Merger Sub of this Agreementits Subsidiaries party thereto, as applicable, and the consummation by each of them of the transactions contemplated herebyContemplated Transactions have been, have been in the case of Seller Parent, and will be prior to the Closing, in the case of its Subsidiaries, duly authorized by all necessary action, and no corporate or other applicable legal entity action on the part of the Parent such party, and, upon such authorization, no other material corporate or Merger Sub is shareholder proceedings or actions are necessary to authorize and consummate this Agreement, the Ancillary Agreements or the Contemplated Transactions. Seller Parent has duly executed this Agreement or to consummate and, on the transactions contemplated hereby (other than the adoption Closing Date, Seller Parent and each Subsidiary of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity Seller Parent, as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When applicable, will have duly executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the applicable Ancillary Agreements to which the Seller Parent and Merger Sub is or such Subsidiary of Seller Parent will be a party will be, duly executed and delivered by the Company and, assuming the party. Assuming due authorization, execution and delivery by Purchaser, this Agreement constitutes the Company, constitutes a legal, valid and binding obligation of each of the Seller Parent and Merger Sub each applicable Ancillary Agreement when so executed and delivered will constitute the valid and binding obligation of Seller Parent and/or each Subsidiary of Seller Parent party thereto, as applicable, enforceable against the Seller Parent and Merger Sub or such Subsidiary of Seller Parent in accordance with its their respective terms, except as such enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws from time to time in effect relating to or affecting the enforcement of creditors’ rights generally generally, and (b) general equitable principles with respect to the availability of equity, specific performance or other equitable remedies (whether such enforceability is considered in a proceeding in equity or at Lawlaw) (the “Insolvency and Equity Exceptions”).

Authorization. Each of the Parent and Merger Sub Borrower is duly authorized, has the requisite legal full corporate power and authority authority, and holds all requisite governmental licenses, permits and other approvals, to execute and deliver this Agreement, any Notes, and any other Loan Documents contemplated by this Agreement to be executed and/or delivered by it, and each of the Ancillary Agreements is and will continue to which it is a partybe duly authorized, have full corporate power and authority and hold all requisite governmental licenses, permits and other approvals necessary to borrow monies hereunder and to perform its respective obligations hereunder under this Agreement, any Notes and thereunder any such other Loan Documents. The execution, delivery and performance by Borrower of this Agreement, any Notes, and any other Loan Documents contemplated by this Agreement to consummate be executed and/or delivered by it, and the transactions borrowings hereunder, do not and will not require any consent or approval of any Governmental Authority except any that have been obtained and are in full force and effect or, as to which the failure to obtain and/or maintain in effect has not had and could not reasonably be expected to have a Material Adverse Effect. Each of Borrower's Restricted Subsidiaries is duly authorized, has full corporate power and authority and holds all requisite governmental licenses, permits and other approvals to execute and deliver any Loan Documents contemplated hereby by this Agreement to be executed and/or delivered by it, and therebyis and will continue to be duly authorized, have full corporate power and authority and hold all requisite governmental licenses, permits and other approvals necessary to perform its obligations under each such other Loan Document. The execution, delivery and performance by each of the Parent and Merger Sub Borrower's Subsidiaries of any Loan Documents contemplated by this Agreement, do not and the consummation will not require any consent or approval of the transactions contemplated hereby, any Governmental Authority except any that have been duly authorized by all necessary actionobtained and are in full force and effect, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent failure to obtain and/or maintain in effect has not hand and Merger Sub is could not reasonably be expected to have a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawMaterial Adverse Effect.

Authorization. (a) Each of the Parent and Merger Sub Seller has the requisite legal all necessary power and authority and legal capacity to execute and deliver this Agreement and each of the Ancillary Agreements any Transaction Documents to which it is a party, to carry and perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionexecution and delivery of this Agreement and any other Transaction Documents to which it is a party, delivery and the performance by each such Seller of the Parent its obligations hereunder and Merger Sub of this Agreement, thereunder and the consummation of the transactions contemplated hereby, hereby and thereby have been duly authorized by all necessary action, and no other requisite corporate or limited liability company action on the part of the Parent or Merger Sub each Seller. This Agreement and each other Transaction Document to which it is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution a party has been duly and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When validly executed and delivered by each of the Parent Seller and Merger Subthis Agreement constitutes, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and Transaction Documents when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly so executed and delivered by the Company and, will constitute (assuming the due authorization, execution and delivery by the CompanyBuyer), constitutes a legal, valid and binding obligation obligations of each of the Parent and Merger Sub Seller, enforceable against the Parent and Merger Sub it in accordance with its respective terms, except as such enforceability may be limited (i) by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting creditors’ rights generally and by general principles of equity and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. (b) general principles The board of equitydirectors of each Seller, whether such enforceability by resolutions duly adopted (and not thereafter modified or rescinded), has approved and adopted this Agreement and each of the other Transaction Documents, in each case in accordance with its articles of association, by laws, certificate of incorporation or other incorporation or organizational documents as in effect on the date hereof. (c) No Seller has: (i) received any notice from any applicable Governmental Authority that its registration may be revoked, stricken or erased; (ii) admitted an inability to pay its debts generally as they become due, filed or consented to the filing against it of a petition in bankruptcy, liquidation winding up, stay of proceedings, plan of arrangement or any similar proceeding; or (iii) consented to the appointment of a receiver, liquidator, trustee or special manager for itself or for any substantial part of its properties, or made any determination in respect of the distribution of its assets. No notice has been received of any action for, or the intent of any Person to request to seek or pursue, any remedy under or in connection with any action set forth in (i) through (iii) and to the Sellers’ Knowledge, there is considered in a proceeding in equity no reasonable basis for (ii) or at Law(iii) above.

Authorization. (a) Each of the Parent and Merger Sub Purchaser Party has the requisite legal corporate power and authority to execute enter into and deliver to perform their respective obligations under this Agreement, the Transaction Documents and each of the agreements, certificates and documents required to be delivered by each Purchaser Party pursuant to the terms of this Agreement. The execution, delivery and performance of the Transaction Documents to which each Purchaser Party is a party have been duly authorized by such Purchaser Party, and no other act (corporate or otherwise) or other proceeding on the part of each Purchaser Party is necessary to authorize the execution, delivery or performance of the Transaction Documents and the consummation of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by each Purchaser Party and the Company and constitutes a valid and binding obligation of such Purchaser Party enforceable in accordance with its terms, and each of the other Transaction Documents to which each Purchaser Party, when executed and delivered by such Purchaser Party, in accordance with the terms hereof (assuming due authorization, execution and delivery by the Company of this Agreement and each of the Ancillary Agreements other Transaction Document to which it the Company is a party) and shall each constitute a valid and binding obligation of such Person, to perform enforceable in accordance with its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. terms. (b) The execution, delivery and performance by each Purchaser Party of this Agreement and all of the Parent other agreements and Merger Sub instruments contemplated hereby to which each Purchaser Party is a party and the consummation of the transactions contemplated hereby have been duly and validly authorized by each Purchaser Party and no other corporate or limited liability company act or proceeding, as applicable, on the part of each Purchaser Party or their respective board of directors, managing member or equityholders is necessary to authorize the execution, delivery or performance of this Agreement, Agreement and all of the other agreements and instruments contemplated hereby to which each Purchaser Party is a party and the consummation of the transactions contemplated hereby, have . This Agreement has been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent Purchaser Party and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Purchaser Party, enforceable against the Parent and Merger Sub in accordance with its terms and each of the other agreements and instruments contemplated hereby to which each Purchaser Party is a party, when executed and delivered by each Purchaser Party in accordance with the terms hereof, shall each constitute a valid and binding obligation of each Purchaser Party enforceable with its respective terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authorization. Each A. Auto Lenders represents and warrants to the Guaranteed Parties that it (i) is a corporation, duly organized and validly existing under the laws of the Parent State of New Jersey, (ii) is duly licensed and/or qualified in all jurisdictions where such licensing and/or qualifications is required pursuant to this Agreement, and Merger Sub has (iii) is authorized to enter into and perform its obligations under this Agreement. Auto Lenders further represents and warrants to the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which Guaranteed Parties that it is a partycurrently providing the Service and the Guaranty only with respect to Vehicles legally owned by the Origination Trust and agrees that, to perform its respective obligations hereunder during the term and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub any extended terms of this Agreement, as provided in Paragraph 12 below, Auto Lenders will continue to provide the Service and the consummation Guaranty only with respect to Vehicles legally owned by the Origination Trust and will not provide any similar service or guarantee to any other person unless mutually agreed to by the parties. ▇. ▇▇▇▇ represents and warrants to Auto Lenders, SALE and SALE NYC that it (i) is a corporation, duly organized and validly existing under the laws of the transactions contemplated herebyState of New Jersey, have been (ii) is duly authorized by licensed and/or qualified in all necessary actionjurisdictions where such licensing and/or qualification is required pursuant to this Agreement, and no other action on (iv) is authorized to enter into and perform its obligations under this Agreement. C. SALE represents and warrants to Auto Lenders, ▇▇▇▇ and SALE NYC that it (i) is a limited liability company duly organized and validly existing under the part laws of the Parent or Merger Sub State of Delaware, (ii) is necessary duly licensed and/or qualified in all jurisdictions where such licensing and/or qualification is required pursuant to authorize this Agreement or Agreement, and (iii) is authorized to consummate enter into and perform its obligations under this Agreement. D. SALE NYC represents and warrants to Auto Lenders, ▇▇▇▇ and SALE that it (i) is a limited liability company duly organized and validly existing under the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each laws of the Parent and Merger SubState of Delaware, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement (ii) is duly licensed and/or qualified in all jurisdictions where such licensing and/or qualification is required pursuant to which it is partythis Agreement, and the consummation by it of the transactions contemplated thereby, will have been duly (iii) is authorized by all necessary action to enter into and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of perform its obligations under this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authorization. Each of the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub Company of this Agreement, the other agreements contemplated hereby and the consummation each of the transactions contemplated hereby, hereby or thereby have been duly and validly authorized by all necessary action, the Company and no other action act or proceeding on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubCompany, the execution, delivery and performance by each Company’s board of managers or the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub Sellers is necessary to authorize the execution and execution, delivery or performance by the Parent Company of this Agreement or Merger Sub of any such Ancillary Agreement other agreement contemplated hereby or the consummation by it of any of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)hereby or thereby. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company and, assuming the due authorizationexecution and delivery of this Agreement and the other agreements contemplated hereby by the other parties hereto and thereto, this Agreement constitutes, and the other agreements contemplated hereby upon execution and delivery by the CompanyCompany will each constitute, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its and their terms, except as the enforceability hereof or thereof may be limited by (a) any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to creditors’ laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). On or prior to the date of this Agreement, the Company’s board of managers has unanimously determined that this Agreement and the transactions provided for herein are fair to and in the best interest of the Company and the Sellers, and adopted written resolutions by a unanimous vote (a) approving this Agreement and (b) general principles declaring this Agreement and the transactions contemplated herein advisable and in the best interests of equitythe Company and directing that this Agreement be submitted to the Sellers for their adoption, whether such enforceability is considered in a proceeding in equity which resolutions have not been subsequently withdrawn or at Lawmodified.

Authorization. Each The Seller has, and each other member of the Parent Seller Group and Merger Sub has each Acquired Company, will have at the requisite legal applicable Closing, all necessary corporate power and authority to execute and deliver this Agreement the Transaction Agreements to which it is a party and each of to consummate the Ancillary Contemplated Transactions and to perform its respective obligations under the Transaction Agreements to which it is a party. Each member of the Seller Group (other than the Seller) and each Acquired Company has obtained, or will have obtained prior to perform the applicable Closing Date, all corporate approvals necessary for the due and valid authorization of its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement Transaction Agreements to which it is party, a party and the consummation by it of the transactions contemplated therebyContemplated Transactions. The Seller has obtained all corporate approvals necessary for the due and valid authorization of its execution, will have been duly authorized by all necessary action delivery and no other corporate action on the part performance of the Parent or Merger Sub Transaction Agreements to which it is necessary to authorize the execution a party and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of Contemplated Transaction. The Seller has duly and validly executed and delivered this Agreement by Parent as sole stockholder and, on or prior to the applicable Closing, each member of Merger Sub, which shall occur immediately following the execution Seller Group and delivery of this Agreement). This Agreement has been, each Acquired Company will have duly and when validly executed and delivered, each of delivered the Ancillary other Transaction Agreements to which the Parent and Merger Sub it is a party will be, duly executed and delivered by the Company and, assuming party. Assuming the due authorization, execution and delivery of the Transaction Agreements by the Companyother parties thereto, constitutes this Agreement and, at each applicable Closing, each other Transaction Agreement will be, a legal, valid and binding obligation of each member of the Parent Seller Group and Merger Sub each Acquired Company that is party hereto or thereto, as applicable, enforceable against such member of the Parent and Merger Sub Seller Group in accordance with its terms, except subject, as limited by to enforceability, to (a) Laws of general application relating to bankruptcy, insolvency, reorganizationfraudulent conveyance, moratoriumpreferential transfers or the relief of debtors, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) rules of Law governing specific performance, injunctive relief and other equitable remedies or general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

Authorization. (a) Each of the Parent and Merger Sub has the all requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its respective obligations hereunder hereunder, and, subject to the adoption of this Agreement by the sole stockholder of Merger Sub (which shall occur no later than immediately after the execution and thereunder and delivery of this Agreement), to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance of this Agreement and the consummation by each of the Parent and Merger Sub of the Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary action on the part of Parent and Merger Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution and delivery of this Agreement, and Agreement or the consummation of the transactions contemplated hereby, have been duly authorized by all necessary actionother than, and no other action on in the part case of the Parent or Merger Sub is necessary and with respect to authorize this Agreement or to consummate the transactions contemplated hereby (other than Merger, the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur no later than immediately following after the execution and delivery of this Agreement). This Agreement has been, been duly and when validly executed and delivered, each of the Ancillary Agreements to which the delivered by Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, the valid and binding obligation of each of the Parent and Merger Sub Sub, enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, fraudulent conveyance or other liquidation, preferential transfer, moratorium and similar Laws relating to now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law). (b) general principles (i) The Boards of equityDirectors (or similar governing bodies) of each of Parent and Merger Sub, whether such enforceability is considered by written consent in lieu of a proceeding meeting, have unanimously (A) determined that this Agreement and the transactions contemplated hereby, including the Merger, are fair to, and in equity the best interests of, Parent and Merger Sub and (B) approved and declared advisable this Agreement and the transactions contemplated hereby, including the Merger, and (ii) the Board of Directors of Merger Sub has (A) recommended the adoption of this Agreement by the sole stockholder of Merger Sub, and (B) directed that this Agreement be submitted to the sole stockholder of Merger Sub for adoption. None of the foregoing resolutions of the Boards of Directors of Parent and Merger Sub have been amended, rescinded or at Lawmodified as of the date hereof.

Authorization. (a) Each of the Parent and Merger Sub Company Party has the requisite legal all necessary power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations obligations, covenants and agreements hereunder and thereunder and in each case (other than the Company Shareholder Approval to consummate the transactions contemplated hereby and therebyTransactions) and, subject to obtaining the Company Shareholder Approval, to consummate the Transactions. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption Company Party of this Agreement immediately after and the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement Agreements to which it is party, and the consummation by it each Company Party of the transactions contemplated therebyTransactions, will have been duly authorized and approved by all necessary action the Company Board, the New Company Holdco Board and the Company Merger Sub Board, and, except for (i) obtaining the Company Shareholder Approval, (ii) executing and delivering the Statutory Merger Agreements (as applicable) and (iii) filing the First Merger Application, the Second Merger Application and the Third Merger Application (as applicable) with the Registrar pursuant to the Bermuda Companies Act, no other corporate action on the part of the Parent or Merger Sub any Company Party is necessary to authorize the execution execution, delivery and delivery performance by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption Company of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which it is party and the Parent and Merger Sub is a party will be, consummation by the Company Parties of the Transactions. This Agreement has been duly executed and delivered by the each Company Party, and, assuming the due authorization, execution and delivery of this Agreement by the CompanyParent and Parent Merger Sub, this Agreement constitutes a legal, valid and binding obligation of each of the Parent Company Party and Merger Sub is enforceable against the Parent and Merger Sub each Company Party in accordance with its terms, except as limited by (a) subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium, fraudulent conveyance or other rehabilitation, conservatorship, liquidation, receivership and similar Laws of general applicability relating to or affecting creditors’ rights generally and to general equity principles (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawlaw) (collectively, “Creditors’ Rights”). (i) If the First Company Bye-Law Amendment is approved, the affirmative vote (in person or by proxy) of a majority of the Ordinary Shares and Preferred Shares, voting together as a single class, that are present (in person or by proxy) at the Company Shareholders Meeting at which two or more persons are present in person and representing in person or by proxy in excess of 50% of the total issued and outstanding Shares of the Company entitled to vote, in favor of the approval of this Agreement, the Statutory Merger Agreements, the Mergers or (ii) if the First Company Bye-Law Amendment is not approved, the affirmative vote (in person or by proxy) of a majority of three-fourths of the Ordinary Shares and Preferred Shares, voting together as a single class, that are present (in person or by proxy) at the Company Shareholders Meeting at which two or more persons are present in person and representing in person or by proxy in excess of one-third of the total issued Shares of the Company entitled to vote, in favor of the approval of this Agreement, the Statutory Merger Agreements, and the Mergers (as applicable, the “Company Shareholder Approval”), which, for the avoidance of doubt, does not include approval of the Company Bye-Law Amendments, is the only vote or approval of the holders of any class or series of share capital of the Company or any of its Subsidiaries that is necessary to approve this Agreement, the First Statutory Merger Agreement, the Third Statutory Merger Agreement, the First and the Third Merger. The approval of each Company Bye-Law Amendment requires the affirmative vote (in person or by proxy) of a majority of the Ordinary Shares that are present (in person or by proxy) at the Company Shareholders Meeting at which two or more persons are present in person and representing in person or by proxy in excess of 50% of the total issued Ordinary Shares of the Company. (c) The Company Board, at a meeting duly called and held on or prior to the date hereof, has unanimously (i) determined in accordance with the Bermuda Companies Act that (A) the Total Cash Consideration to be received by the holders of the Ordinary Shares following the Mergers constitutes fair value for each Ordinary Share, (B) the preferred shares of the Third Surviving Company to be received by the holders of the Series C Preferred Shares following the Mergers as described in Article II constitute fair value for each Series C Preferred Share, (C) the preferred shares of the Third Surviving Company to be received by the holders of the Series D Preferred Shares following the Mergers as described in Article II constitute fair value for each Series D Preferred Share, and (D) the preferred shares of the Third Surviving Company to be received by the holders of the Series E Preferred Shares following the Mergers as described in Article II constitute fair value for each Series E Preferred Share, (ii) approved the Mergers, this Agreement and the Statutory Merger Agreements, (iii) approved the Company Bye-Law Amendments and (iv) resolved, subject to Section 8.4, to make the Board Recommendation.

Authorization. Each of the Parent and Merger Sub A&P Parties has the all requisite legal corporate power and authority to execute enter into, and deliver perform its obligations under, this Agreement. Each of A&P, the Company and OpCo has all requisite corporate authority to enter into, and to perform its obligations under, each Ancillary Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder . The execution and thereunder delivery of this Agreement by the A&P Parties and to consummate the consummation by the A&P Parties of the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly and validly authorized by all necessary action, the Board of Directors (or equivalent body) of the A&P Parties and no other action on the part corporate proceedings of the Parent or Merger Sub is A&P Parties, including approval of the shareholders of A&P, are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the hereby. The execution and delivery of this Agreement the Ancillary Agreements by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, A&P and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it A&P of the transactions contemplated thereby (have been duly and validly authorized by the Board of Directors of A&P and no other than corporate proceedings of A&P, including approval of the adoption shareholders of this Agreement by Parent as sole stockholder of Merger SubA&P, which shall occur immediately following are necessary to authorize the execution and delivery of this Agreement)Ancillary Agreements or to consummate the transactions contemplated thereby. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company andA&P Parties, and (assuming the due authorization, execution and delivery by Purchaser) this Agreement constitutes, and each Ancillary Agreement, when executed and delivered by A&P (assuming due authorization, execution and delivery by the Companyother parties thereto), constitutes will constitute, a legal, valid and binding obligation of each A&P (in the case of this Agreement and the Parent Ancillary Agreements) and Merger Sub Seller (in the case of this Agreement), enforceable against A&P (in the Parent case of this Agreement and Merger Sub the Ancillary Agreements) and Seller (in the case of this Agreement) in accordance with its terms, except as enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or moratorium and other similar Laws relating to or affecting creditors’ ' rights generally and or by general equitable principles (b) general principles regardless of equity, whether such enforceability is considered in a proceeding in equity or at Law).

Authorization. Each of the Parent (a) The Company and Merger Sub has the its Subsidiaries have all requisite legal corporate, limited liability company or other entity power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it the Company or any of its Subsidiaries is a party, to perform its respective obligations hereunder and thereunder as applicable, and to consummate the transactions contemplated hereby and thereby. The Except with respect to the agreements to be negotiated and entered into as part of the SPAC Transaction (including the SPAC Definitive Agreements), the execution, performance and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Ancillary Agreements to which the Company or any of its Subsidiaries is (or will be) a party and the consummation of the transactions contemplated herebyhereby and thereby by the Company or any of its Subsidiaries, as applicable, have been duly authorized by all necessary actionrequisite corporate, and no limited liability company or other entity power action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption Company and/or any of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)applicable Subsidiaries. This Agreement has beenbeen (and the execution, performance and when executed and delivered, delivery of each of the Ancillary Agreements to which the Parent Company or any of its Subsidiaries will be a party will be) duly executed and Merger Sub delivered by the Company (and, in the case of the Ancillary Agreements, by the Company or any of its applicable Subsidiaries) and constitutes (and each such Ancillary Agreement when so executed and delivered by the Company or the applicable Subsidiary of the Company will constitute) a valid, legal and binding agreement of the Company (and in the case of the Ancillary Agreements, the Company or any of its Subsidiaries party thereto) (assuming that this Agreement has been, and the Ancillary Agreements to which the Company or any of its Subsidiaries is a party will be, duly and validly authorized, executed and delivered by the Company andother Persons party thereto), assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent Company (and Merger Sub in the case of the Ancillary Agreements, the Company or any of its Subsidiaries party thereto) in accordance with its terms, except as (i) to the extent that enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting the enforcement of creditors’ rights generally and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) general principles Assuming the truth and accuracy of equityCarlyle’s representations and warranties contained in Section 3.2(b) and Investor’s representations and warranties contained in Section 4.2(b), whether such enforceability no notices to, filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority are necessary for the execution, delivery or performance by the Company or any of its Subsidiaries of this Agreement or the Ancillary Agreements to which the Company or any of its Subsidiaries is considered a party or the consummation by the Company or any of its Subsidiaries of the transactions contemplated hereby or thereby, except for (i) compliance with and filings under the HSR Act and any other applicable Competition Laws set forth on Section 5.2 of the Company Disclosure Letter, (ii) notices to, [*] = Certain confidential information contained in this document, marked by brackets, has been omitted because it is both (i) not material and (ii) is the type that the registrant treats as private or confidential. filings with or authorizations, registrations, declarations, consents or approvals of any Governmental Authority arising in connection with the SPAC Transaction or the identity of the SPAC or the investors participating in the PIPE Financing, and (iii) those the failure of which to obtain or make would not reasonably be expected to, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a proceeding in equity or at Lawwhole.

Authorization. Each of the Parent and Merger Sub Sellers has the all requisite legal private limited liability company power and private limited liability company authority to execute and deliver this Agreement and each of the Seller Ancillary Agreements to which it is a partyDocuments, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance of this Agreement by each of the Parent Sellers, and Merger Sub of this Agreementthe Seller Ancillary Documents by each of the Sellers party thereto, and the consummation of the transactions contemplated herebyhereby and thereby, have been duly authorized by all necessary actionprivate limited liability company action on the part of each Seller, as the case may be, and no other action on the part of either of the Parent Sellers or Merger Sub their respective equity holders is necessary required to authorize this Agreement or to consummate the execution, delivery and performance hereof and thereof by either of the Sellers, and the consummation of the transactions contemplated hereby and thereby. Except as enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other Laws of general application affecting enforcement of creditors’ rights or by principles of equity (other than the adoption regardless of whether enforcement is sought in a proceeding at law or in equity), (a) this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When has been duly executed and delivered by each of the Parent and Merger SubSellers and, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary assuming that this Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have has been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Subauthorized, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution Buyers and delivery by the Company, constitutes a legal, the valid and binding obligation of each of the Parent and Merger Sub Sellers, enforceable against each of the Parent and Merger Sub Sellers in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles as of equitythe Closing Date, whether the Seller Ancillary Documents shall be duly executed and delivered by each of the Sellers party thereto and, assuming that such enforceability is considered Seller Ancillary Documents have been duly authorized, executed and delivered by the other parties thereto, shall constitute the valid and binding obligations of each of the Sellers party thereto, enforceable against each of the Sellers party thereto in a proceeding in equity or at Lawaccordance with their terms.

Authorization. Each of the Parent Purchaser and Merger Sub each XXXXX (redacted defined term) Company has the all requisite legal corporate or other power and authority to execute and deliver this Agreement deliver, and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The executionunder, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation as of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action date on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of which each Ancillary Agreement to which it Purchaser or an Affiliate of Purchaser (as applicable) is partycontemplated to be a party is to be executed and delivered pursuant to the terms hereof, and the consummation by it of the transactions contemplated therebyPurchaser or such applicable Affiliate, as applicable, will have been duly authorized by all necessary action requisite corporate or other power and no other corporate action on the part of the Parent or Merger Sub is necessary authority to authorize the execution execute and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has beendeliver, and when executed and deliveredto perform its obligations under, each of the Ancillary Agreements to be so executed and delivered by it. The execution and delivery by Purchaser and each XXXXX (redacted defined term) Company of this Agreement, and by Purchaser or the applicable Affiliate of Purchaser, as applicable, of the Ancillary Agreements to be so executed by Purchaser or such Affiliate, and the performance by each XXXXX (redacted defined term) Company, Purchaser and such Affiliates of its and their obligations under such agreements, and the performance (following the consummation of the sale of the Shares as contemplated by this Agreement) by the Transferred Companies of their obligations under any of the Ancillary Agreements to which they are a party, have been duly authorized by Purchaser’s and each XXXXX (redacted defined term) Company’s board of directors (or such action was not required under its corporate governance policies) and by all other necessary corporate or other action on the Parent part of each XXXXX (redacted defined term) Company, Purchaser and Merger Sub is a party will be, its applicable Affiliates. This Agreement has been duly executed and delivered by Purchaser and each XXXXX (redacted defined term) Company, and the Company Ancillary Agreements to be executed by Purchaser or an Affiliate of Purchaser will, on the date such Ancillary Agreement is to be executed and delivered pursuant to the terms hereof, be duly executed and delivered by Purchaser or such Affiliate, and, assuming subject to the due authorization, execution and delivery by the Companyother parties to such agreements, constitutes a this Agreement is, and the Ancillary Agreements executed by Purchaser or its applicable Affiliate will be, legal, valid and binding obligations of the XXXXX (redacted defined term) Companies, Purchaser or such Affiliate, as applicable, enforceable against the XXXXX (redacted defined term) Companies, Purchaser or such Affiliate in accordance with their respective terms, subject to the Enforceability Exceptions. Notwithstanding the foregoing, the obligation of each XXXXX (redacted defined term) Company, Purchaser or any of its Affiliates to execute any Ancillary Agreement shall be subject to the fulfillment or waiver of the Parent terms and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles conditions of equity, whether such enforceability is considered in a proceeding in equity or at Lawthis Agreement.

Authorization. Each of the Parent and Merger Sub Such party has the requisite legal corporate or limited liability company power and authority and has taken all corporate and other action necessary to execute and deliver this Agreement and each of the Ancillary Agreements all other instruments and agreements to which it is a partybe delivered by such party as contemplated hereby, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebyhereby. The execution, delivery and performance by each of the Parent and Merger Sub such party of this AgreementAgreement and all other instruments and agreements to be delivered by such party as contemplated hereby, and the consummation by such party of the transactions contemplated hereby, hereby and the performance of its obligations hereunder have been duly authorized and approved by all necessary corporate, limited liability company or other action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when all other instruments and agreements to be executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a delivered by such party as contemplated hereby will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, such party. Assuming that this Agreement constitutes a legal, valid and binding obligation of each the other parties hereto, this Agreement constitutes valid and binding obligation of the Parent and Merger Sub such party enforceable against the Parent and Merger Sub such party in accordance with its terms, except as such enforcement may be limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting the enforcement of creditors’ rights generally and (b) by general principles equitable principles. Assuming that all other instruments and agreements to be delivered by such party as contemplated hereby constitute valid and binding obligations of equitythe other parties hereto, whether such enforceability is considered instruments and agreements will constitute valid and binding obligations of such party enforceable against such party in a proceeding in equity accordance with their terms, except as such enforcement may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or at Lawother similar laws affecting the enforcement of creditors’ rights generally and by general equitable principles. For the avoidance of doubt, DH’s representations and warranties set forth herein are solely with respect to those items which the Bankruptcy Court ordered pursuant to the Settlement Approval Order.

Authorization. Each The Seller represents and warrants to Purchaser as set forth below, as of the Parent date of this Agreement and Merger Sub as of the Closing Date, subject to the exceptions set forth in the Disclosure Schedule. (a) The Seller is the sole and exclusive Beneficial Owner of the Shares, free and clear of all Liens, and there are no agreements, arrangements or understandings to which such Seller is a party (other than this Agreement) involving the purchase, sale or other acquisition or disposition of the Shares or any interest therein. (b) The Seller shall deliver or cause to be delivered to Purchaser certificates representing all the Shares, each such certificate to be duly endorsed for transfer and free and clear of all Liens. The delivery of such certificates to Purchaser duly endorsed for transfer will transfer to Purchaser good and valid title to such Shares, free and clear of all Liens. (c) The Seller is a corporation duly organized, validly existing and in good standing under the laws of Minnesota its jurisdiction of incorporation and has the requisite legal all corporate power and authority to execute carry on its business as now being conducted and deliver to own its properties. The Seller has full corporate power and authority to enter into this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Seller of this Agreement have been duly authorized by all requisite corporate action. This Agreement has been duly executed and delivered by each Seller, and (assuming due execution and delivery by Purchaser) this Agreement constitutes a valid and binding obligation of the Parent Seller, enforceable in accordance with its terms. (d) The execution and Merger Sub delivery of this Agreement, Agreement by the Seller and the consummation of the transactions contemplated herebyhereby and thereby will not breach, have been duly authorized by all necessary actionviolate or constitute an event of default (or an event which with the lapse of time or the giving of notice or both would constitute an event of default) under, and no give rise to any right of termination, cancellation, modification or acceleration under or require any consent or the giving of any notice under, any articles or certificate of incorporation or other action on constituting document, by-laws, or other documents providing for the part governance of the Parent Seller, or Merger Sub is necessary to authorize this Agreement other instrument or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement obligation to which it the Seller is a party, and or by which the consummation by it Seller or the Shares may be bound, or result in the creation of any Lien upon the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on properties or assets of such Seller pursuant to the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub terms of any such Ancillary Agreement instrument or obligation, or (ii) violate or conflict with any law, statute, ordinance, code, rule, regulation, judgment, order, writ, injunction, decree or other instrument of any court or governmental or regulatory body, agency or authority applicable to the consummation Seller or by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at LawShares may be bound.

Authorization. Each of the Parent and Merger Sub Genworth has the requisite legal full corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and each of Genworth and the Stock Sale Companies, as applicable, has full corporate power and authority to execute and deliver each Ancillary Agreements Agreement and other agreement or instrument to which it is a party, party executed in connection herewith and delivered pursuant hereto and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The Genworth’s execution, delivery and performance of this Agreement and the execution, delivery and performance of all Ancillary Agreements and all other agreements and instruments by Genworth and each of the Parent Stock Sale Companies, as applicable, in connection herewith and Merger Sub of this Agreement, delivered pursuant hereto and the consummation of the transactions contemplated hereby, hereby have been duly authorized by all necessary requisite action, and no other action proceedings on the part of Genworth or the Parent or Merger Sub is Stock Sale Companies are necessary to authorize this Agreement or to the Ancillary Agreements or consummate the transactions contemplated hereby (or thereby. This Agreement, the Ancillary Agreements and all other than agreements or instruments executed by Genworth or any of the adoption Stock Sale Companies in connection herewith and delivered by Genworth or any of this Agreement immediately after the execution Stock Sale Companies pursuant hereto have been duly and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When validly executed and delivered by each of the Parent Genworth or such Stock Sale Company and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which and all other agreements and instruments executed by Genworth or any of the Parent and Merger Sub is a party will be, duly executed Stock Sale Companies in connection herewith and delivered by Genworth or any of the Company and, assuming Stock Sale Companies pursuant hereto constitute the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Genworth or such Stock Sale Company, as the Parent and Merger Sub case may be, enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by their respective terms (a) subject to any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting generally the enforcement of creditors’ rights generally and (b) by general principles of equity (whether considered at law or in equity, whether such enforceability is considered in a proceeding in equity or at Law)).

Authorization. Each of (a) Other than the Parent and Merger Sub Company Shareholders’ Approval, the Company has the requisite legal all corporate power and authority to (i) enter into, execute and deliver this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is or will be a party, to and (ii) consummate the transactions contemplated hereby and thereby (including the Transactions) and perform all of its respective obligations hereunder and thereunder thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby (including the Transactions) have been duly and validly authorized and approved by the Company Board, and other than the Company Shareholders’ Approval, no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than including the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this AgreementTransactions). This Agreement has been, and when executed and deliveredon or prior to the Acquisition Closing, each of the Ancillary Agreements other Transaction Documents to which the Parent and Merger Sub Company is a party will be, duly and validly executed and delivered by the Company andand this Agreement constitutes, assuming and on or prior to the due authorizationAcquisition Closing, execution and delivery by the Companyother Transaction Documents to which the Company is a party will constitute, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its terms, except (a) as limited by (a) applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and other applicable Laws now or other similar Laws relating to hereafter in effect of general application affecting enforcement of creditors’ rights generally generally, and (b) as limited by applicable Laws relating to the availability of specific performance, injunctive relief, or other equitable remedies (collectively, the “Enforceability Exceptions”). (b) The approval and authorization of the Acquisition Merger and the Plan of Acquisition Merger shall require (i) approval by a special resolution of the holders of at least two-thirds (2/3) of the outstanding Company Shares which, being entitled to do so, attend and vote in person or by proxy at a general principles meeting at which a quorum is present and of equitywhich notice specifying the intention to propose the resolution as a special resolution has been duly given, whether pursuant to the terms and subject to the conditions of the Company Charter and applicable Law (the “Required Shareholder Approval”), and (ii) written consent of holders of not less than two-thirds of the total number of issued Preferred Shares voting as a single class, including, specifically, the approval by the Lead Series B Investor, the Lead Series C Investor and the Lead Series E Investor (each as defined in the Company Charter and the Shareholders’ Agreement) (the “Requisite Shareholder Consent”, together with the Required Shareholder Approval, the “Company Shareholders’ Approval”). (c) The Company Shareholders’ Approval are the only votes and approvals of holders of Company Shares and other Equity Securities of the Company necessary in connection with execution by the Company of this Agreement and the other Transaction Documents to which the Company is a party and the consummation of the transactions contemplated hereby and thereby, including the Acquisition Closing. Prior to the Initial Merger Effective Time, the Company shall have received the Requisite Shareholder Consent in respect of or in connection with the transactions contemplated by this Agreement and the other Transaction Documents, including the matters set out in items (b), (e) and (g) of Part I and item (a) of Part II of the Special Corporate Matters (as defined in the Company Charter and the Shareholders’ Agreement). (d) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby (including the Transactions) are advisable and fair to, and in the best interests of, the Company and its shareholders, as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party and the transactions contemplated hereby and thereby (including the Transactions), and (iii) directing that this Agreement, the Transaction Documents and the Transactions be submitted to the Company Shareholders for adoption at an extraordinary general meeting called for such enforceability is considered in a proceeding in equity or at Lawpurpose pursuant to the terms and conditions of this Agreement.

Authorization. (a) Each of the Parent and Merger Sub Selling Entity has the all requisite legal corporate, limited liability company or other organizational power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it such Selling Entity is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Ancillary Agreements to which each Selling Entity is a party and the consummation of the transactions contemplated hereby, hereby and thereby by each such Selling Entity have been duly authorized by all necessary actionrequisite corporate, limited liability company or other organizational action of such Selling Entity. This Agreement has been (and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which each Selling Entity, as applicable, will be a party will be) duly executed and delivered by each Selling Entity, as applicable, and constitutes (and each such Ancillary Agreement when so executed and delivered by each such Selling Entity will constitute) a valid, legal and binding agreement of each such Selling Entity (assuming that this Agreement has been, and the Parent and Merger Sub Ancillary Agreements to which each such Selling Entity is a party will be, duly and validly authorized, executed and delivered by the Company andother Persons party thereto), assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub each such Selling Entity in accordance with its their terms, except as except: (i) to the extent that enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting the enforcement of creditors’ rights generally generally; and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) general principles No notices to, filings with or authorizations, consents or approvals of equityany Governmental Authority are necessary in connection with the execution, whether delivery or performance by any Selling Entity of this Agreement or the Ancillary Agreements to which such enforceability Selling Entity is considered a party or the consummation by any such Selling Entity of the transactions contemplated hereby or thereby, except for: (i) compliance with and filings under the HSR Act and any other applicable Competition Laws; (ii) those the failure of which to obtain or make would not reasonably be expected to be materially adverse, individually or in a proceeding the aggregate, to the Transferred Entities or the ongoing conduct of the Business by the Transferred Entities; and (iii) as set forth in equity or at Law.Section 2.2(b)

Authorization. Each of the Parent and Merger Sub (a) The Company has the all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby Merger and therebythe other Transactions. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the consummation by the Company of the transactions contemplated hereby, Merger and the other Transactions have been duly and validly authorized by all necessary action, and no other action on the part of the Parent Company and no other proceedings on the part of the Company or Merger Sub is its stockholders are necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby Merger and the other Transactions, other than, as of the date of this Agreement with respect to the Merger, (other than i) the adoption of this Agreement by Parent the holders of a majority of the outstanding shares of Company Common Stock entitled to vote thereon voting together as sole stockholder a single class (the “Company Stockholder Approval”) and (ii) the filing of the Certificate of Merger Sub, which shall occur immediately following as required by the execution and delivery of this Agreement)DGCL. This Agreement has been, been duly and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Merger Sub, constitutes a the legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its terms, except as limited by (a) subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratoriumrehabilitation, fraudulent conveyance or other liquidation, preferential transfer, moratorium and similar Laws relating to now or hereafter affecting creditors’ rights generally and (b) subject, as to enforceability, to general principles of equity, regardless of whether such enforceability enforcement is considered sought in a proceeding in at equity or at Lawlaw (the “Bankruptcy and Equity Exception”). (b) The Company Board has adopted resolutions, prior to the execution of this Agreement, (i) determining that this Agreement, the Merger and the other Transactions are advisable to, and in the best interests of, the Company and its stockholders, (ii) approving and declaring advisable this Agreement and the execution, delivery and performance of this Agreement and the consummation of the Merger and the other Transactions, (iii) approving the Support Agreements, (iv) resolving to recommend that the Company Stockholders adopt this Agreement and (v) directing that this Agreement be submitted to the Company Stockholders for their adoption, which resolutions have not been subsequently withdrawn or modified in any respect in violation of the provisions of this Agreement. (c) The Company Stockholder Approval is the only vote of the holders of any class or series of capital stock or other securities of the Company necessary to adopt this Agreement and to consummate the Merger and the other Transactions under the applicable Laws of the State of Delaware, including the DGCL.

Authorization. Each of the Parent and Merger Sub (a) The Company has the requisite legal all corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements Agreement to which it is a party, party and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereunder. The execution, delivery and performance by each of the Parent and Merger Sub Company of this Agreement, Agreement and each Ancillary Agreement to which it is a party and the consummation of the transactions contemplated hereby, hereby and thereby have been (or will be when delivered) duly authorized by all necessary action, and no other corporate action on the part of the Parent Company, and no further approval or Merger Sub authorization is necessary to authorize this Agreement or to consummate required on the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each part of the Parent Company. This Agreement and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party constitute (or will be, duly executed and delivered by constitute when delivered) the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Company, enforceable against the Parent and Merger Sub Company in accordance with its their terms, except as such may be limited by (a) bankruptcy, insolvency, reorganizationfraudulent conveyance, moratorium, fraudulent conveyance reorganization or other similar Laws relating to affecting creditors’ rights generally and by general equitable principles, and except as may be limited by applicable Law and public policy. No vote or consent of stockholders of the Company is required in connection with any of the transactions contemplated by this Agreement under the Company’s certificate of incorporation, the DGCL, the rules of the NYSE (as administered by the representatives thereof) or, to the Company’s knowledge, otherwise; provided, however that Stockholder Approval (as defined in the Certificate of Designations) may be required pursuant to the terms set forth in the Certificate of Designations. (b) general principles The Board has taken all necessary action to approve the Investor becoming an “interested stockholder,” such that the Investor shall not be prohibited or restricted from entering into or consummating a “business combination” with the Company (in each case as the term is used in Section 203 of equitythe DGCL) without obtaining any stockholder vote otherwise required by such Section 203 of the DGCL as a result of the Backstop Commitment, whether such enforceability is considered in a proceeding in equity the Preferred Stock Purchase Commitment or at any of the other transactions contemplated by this Agreement (including conversion of the Preferred Stock and any acquisition of Additional Shares contemplated by Section 8.4(b)). The execution, delivery and performance of this Agreement will not cause to be applicable to the Company any “fair price,” “moratorium,” “control share acquisition” or other similar anti-takeover statute or regulation enacted under the DGCL, or, to the Company’s knowledge, any other Law.

Authorization. Each of the Parent and Merger Sub (a) Seller has the requisite legal full power and authority to execute execute, deliver and deliver perform this Agreement and each all of the Ancillary Additional Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the consummation of the transactions contemplated hereby, Additional Agreements by Seller have been duly and validly authorized and approved by all necessary action, and no other action required corporate proceedings on the part of Seller, and do not require any further authorization or consent of Seller. This Agreement has been, and the Parent Additional Agreements, upon execution and delivery by Seller will be, duly authorized, executed and delivered by Seller and constitutes, or Merger Sub is necessary upon execution and delivery by Seller will constitute, as the case may be, legal, valid and binding obligations of Seller enforceable against Seller in accordance with their terms, except (i) as such enforcement may be subject to authorize this Agreement bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to consummate creditors’ rights, and (ii) as the transactions contemplated hereby remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. (other than the adoption of this Agreement immediately after b) Neither the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each or any of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and Additional Agreements or the consummation by it of any of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part hereby or thereby nor compliance with or fulfillment of the Parent terms, conditions and provisions hereof or Merger Sub is necessary to authorize thereof will: (i) violate, conflict with, result in a breach of the execution and delivery by terms, conditions or provisions of, or constitute a default, an event of default or an event creating rights of acceleration, termination or cancellation or a loss of rights under, or result in the Parent creation or Merger Sub imposition of any such Ancillary Agreement or the consummation by it Encumbrance upon any of the transactions contemplated thereby Purchased Assets under (A) the organizational documents of Seller, (B) any other than the adoption of this Agreement by Parent as sole stockholder of Merger Subnote, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has beeninstrument, and when executed and deliveredagreement, each of the Ancillary Agreements mortgage, lease, license, franchise, permit or authorization, right, restriction or obligation to which the Parent and Merger Sub Seller is a party will beor any of its properties is subject or by which Seller or any of its properties is bound, duly executed and delivered (C) any Governmental Order to which Seller is a party or any of its properties is subject or by which Seller or any of its properties is bound, or (D) any Requirements of Laws affecting Seller or its property; or (ii) require Seller to obtain the Company andapproval, assuming consent, authorization or act of, or the due authorizationmaking by Seller of any declaration, execution and delivery by the Companyfiling or registration with, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub in accordance with its terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawany Person.

Authorization. (a) Each of the Parent KRG Stockholders and Merger Sub the Company has the requisite legal all power and authority to execute execute, deliver and deliver perform such Person’s obligations under this Agreement and each the other Transaction Documents to which it is a party and to consummate all of the Ancillary Agreements Contemplated Transactions to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent KRG Stockholders and Merger Sub the Company of this AgreementAgreement and the other Transaction Documents to which it is a party, and the consummation by each of the transactions contemplated herebyKRG Stockholders and the Company of the Contemplated Transactions to which it is a party are within such Person’s powers and, if applicable, have been duly and validly authorized by all necessary actionaction under such Person’s constituent documents and applicable provisions of the Laws of the jurisdiction of its organization. This Agreement has been, and no each other action on the part of the Parent or Merger Sub Transaction Document to which it is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution a party will be, duly and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When validly executed and delivered by each of the Parent KRG Stockholders and Merger Subthe Company, the executionas applicable. This Agreement constitutes, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement other Transaction Document to which it is a party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company andparties thereto, assuming the due authorizationwill constitute, execution and delivery by the Company, constitutes a legal, valid and binding obligation agreement of each of the Parent KRG Stockholders and Merger Sub the Company enforceable against the Parent and Merger Sub each of them in accordance with its terms, except as such enforcement is limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or insolvency and other similar Laws relating to affecting the enforcement of creditors’ rights generally and (b) for limitations imposed by general principles of equity. (b) The ACS Stockholder has all power and authority to execute, whether deliver and perform its obligations under this Agreement and the other Transaction Documents to which it is a party and to consummate all of the Contemplated Transactions to which it is a party. The execution, delivery and performance by the ACS Stockholder of this Agreement and the other Transaction Documents to which it is a party, and the consummation by the ACS Stockholder of the Contemplated Transactions to which it is a party are within its powers and have been duly and validly authorized by all necessary action under the ACS Stockholder’s corporate governance documents and applicable provisions of the Laws of the State of Delaware. This Agreement has been, and each other Transaction Document to which it is a party will be, duly and validly executed and delivered by the ACS Stockholder. This Agreement constitutes, and each other Transaction Document to which the ACS Stockholder is a party, when executed and delivered by the parties thereto, will constitute, a legal, valid and binding agreement of the ACS Stockholder enforceable against it in accordance with its terms, except as such enforceability enforcement is considered in a proceeding in equity or at Lawlimited by bankruptcy, insolvency and other similar Laws affecting the enforcement of creditors’ rights generally and for limitations imposed by general principles of equity.

Authorization. Each of the Parent Buyer has all requisite corporate and Merger Sub has the requisite legal other power and authority to execute and deliver this Agreement and each of the Ancillary other Acquisition Agreements to which it is or will be a party, and to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The All acts required to be taken by Buyer to authorize the execution, delivery and performance by each of the Parent and Merger Sub of this AgreementAcquisition Agreements to which it is or will be a party, and the consummation of the transactions contemplated herebyherein and therein, other than approval hereof and thereof by Buyer's Board of Directors have been duly authorized by taken and, on the Closing Date, all necessary action, such actions will have been taken and no other action corporate proceedings on the part of the Parent Buyer are or Merger Sub is will be necessary to authorize such execution, delivery, performance and consummation. Subject to approval of Buyer's Board of Directors, this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When has been duly authorized, executed and delivered by each of the Parent Buyer and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Buyer, enforceable against the Parent and Merger Sub Buyer in accordance with its terms, except as to the extent such enforceability may be limited by (a) bankruptcyapplicable bankruptcy and other laws affecting creditors' rights, insolvencyor by general equitable principles. This Agreement and each other Acquisition Agreement to which Buyer is or will be a party will be, reorganizationas of the Closing, moratoriumduly authorized, fraudulent conveyance or other similar Laws relating executed and delivered by Buyer and will constitute a legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms, except to creditors’ rights generally and (b) general principles of equity, whether the extent such enforceability is considered in a proceeding in equity may be limited by applicable bankruptcy and other laws affecting creditors' rights, or at Lawby general equitable principles.

Authorization. Each of (a) The Buyer and the Buyer Parent and Merger Sub has the have all requisite legal corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements other Transaction Documents to which it is or will be a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby, including the issuance of Parent Stock as consideration. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the other Transaction Documents to which Buyer or Buyer Parent is or will be a party and the consummation of the transactions contemplated hereby, hereby and thereby have been duly and validly authorized by all necessary actioncorporate action of the Buyer and the Buyer Parent, and no other action corporate proceedings (pursuant to the Buyer Parent Governing Documents or otherwise) on the part of the Buyer Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is Buyer are necessary to authorize the execution consummation of, and delivery by to consummate, the Parent transactions contemplated hereunder. (b) No vote or Merger Sub consent of the holders of any such Ancillary class or series of capital stock of the Buyer or the Buyer Parent, or of any other securities of the Buyer or the Buyer Parent (equity or otherwise), is necessary to adopt this Agreement or the consummation by it of other Transaction Documents to which the Buyer or the Buyer Parent is or will be a party or to approve the transactions contemplated thereby hereunder or thereunder. (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). c) This Agreement has been, and when executed and delivered, each of the Ancillary Agreements other Transaction Document to which the Buyer or Buyer Parent and Merger Sub is or will be a party is or will be, duly and validly executed and delivered by the Company Buyer and the Buyer Parent and, assuming this Agreement and such other Transaction Documents constitute the due authorizationvalid and binding agreement of the other parties hereto and thereto, execution and delivery by the Companyas applicable, constitutes a legal, the valid and binding obligation of each of the Parent Buyer and Merger Sub the Buyer Parent, enforceable against the Parent and Merger Sub it in accordance with its their terms, except as limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws relating subject to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered in a proceeding in equity or at Lawthe Enforceability Exceptions.

Authorization. Each of the Parent and Merger Sub (a) The Company or its applicable Subsidiary has the requisite legal all necessary corporate power and authority to execute and deliver this Agreement Agreement, each Company Ancillary Document and each of the Ancillary Agreements to which it is a partyDMS Purchase Agreement, and to perform its respective obligations hereunder and thereunder and and, subject to receiving the Company Stockholder Approval, if applicable, to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by each of the Parent and Merger Sub Company of this Agreement, the Company Ancillary Documents and the consummation by it of the transactions contemplated hereby, have been duly authorized by all necessary actionMerger, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each the applicable Subsidiary of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it Company of the transactions contemplated therebyDMS Purchase Agreement, will have been duly authorized and approved by all necessary action the Company’s or its applicable Subsidiary’s board of directors, as the case may be, and except for obtaining the Company Stockholder Approval, if applicable, no other corporate action on the part of the Parent or Merger Sub Company is necessary to authorize the execution execution, delivery and delivery performance by the Parent or Merger Sub Company of any such this Agreement, the Company Ancillary Documents, the DMS Purchase Agreement or and the consummation by it the Company of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Merger. This Agreement has been, and when executed and deliveredthe DMS Purchase Agreement shall be, each and, as of the Closing Date, the Company Ancillary Agreements to which the Parent and Merger Sub is a party will Documents shall be, duly executed and delivered by the Company (or one of its Subsidiaries, as applicable) and, assuming the due authorization, execution and delivery hereof and thereof by the Companyother Parties hereto and thereto, constitutes a legaldo or will, as the case may be, constitute the valid and binding obligation of each agreement of the Parent and Merger Sub Company or its applicable Subsidiary, enforceable against the Parent and Merger Sub Company or its applicable Subsidiary in accordance with its their terms, except as such enforceability (i) may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws affecting or relating to enforcement of creditors’ rights generally and (bii) is subject to general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding at law or in equity equity). (b) Pursuant to resolutions effectuated by unanimous written consent in accordance with the applicable provisions of the DGCL, the Certificate of Incorporation, the Bylaws, the Stockholders Agreement and other governing documents of the Company, the board of directors of the Company (i) determined that it is in the best interest of its Stockholders for the Merger Sub to acquire the Company on the terms and subject to the conditions set forth herein, (ii) adopted a resolution approving, authorizing, adopting and declaring advisable the Merger, the DMS Transaction, this Agreement, and the transactions contemplated hereby and thereby, and (iii) resolved to recommend that the Stockholders adopt this Agreement and directed that the adoption of this Agreement be submitted to the Stockholders entitled to vote thereon for consideration (collectively, the “Company Board Recommendation”), which Company Board Recommendation has not been withdrawn or modified. The affirmative vote of the holders of at Lawleast a majority of (A) the issued and outstanding Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock present in person or represented by proxy, voting together as a single class at a meeting at which at least a majority of such classes of shares are present in person or represented by proxy (or, if action is to be taken by written consent, the affirmative consent of the holders of at least a majority of the issued and outstanding Series A-1 Preferred Stock, Series A-2 Preferred Stock, Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock voting together as a single class) and (B) the issued and outstanding Voting Common Stock present in person or represented by proxy, at a meeting at which at least a majority of such class of shares are present in person or represented by proxy (or, if action is to be taken by written consent, the affirmative consent of the holders of at least a majority of the issued and outstanding Voting Common Stock) ((A) and (B) collectively, the “Company Stockholder Approval”) are the only votes or approvals of the holders of any class or series of capital stock of the Company which is necessary to adopt this Agreement. No vote of any holders of any class or series of capital stock of the Company is necessary to consummate the DMS Transaction. The action by the Company’s board of directors and the Company Stockholder Approval contemplated by this Section 4.2(b) constitute the only corporate or stockholder action, if applicable, on the part of the Company required to approve, authorize and adopt the Merger, the DMS Transaction, this Agreement and the transactions contemplated hereby and thereby under the DGCL, the Certificate of Incorporation, the Bylaws, the Stockholders Agreement and other governing documents of the Company.

Authorization. Each of the Parent and Merger Sub (a) The Company has the requisite legal all necessary power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a partyAgreement, to perform its respective obligations hereunder and thereunder to execute and deliver the Plan of Merger and to consummate the transactions contemplated hereby Merger and therebythe other Transactions. The execution, delivery and performance by each of the Parent and Merger Sub Company of this AgreementAgreement and the Plan of Merger, and the consummation of the transactions contemplated herebyMerger and the other Transactions, have been duly and validly authorized by all necessary actionthe Company Board and, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than such filings and recordation as required by the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger SubCICA, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub Company is necessary to authorize the execution and delivery by the Parent or Merger Sub Company of any such Ancillary this Agreement or and the Plan of Merger, and the consummation by it of the transactions contemplated thereby Transactions, including the Merger. (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). b) This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the Company▇▇▇▇▇▇ and Merger Sub, constitutes is a legal, valid and binding obligation of each of the Parent and Merger Sub Company enforceable against the Parent and Merger Sub Company in accordance with its terms, except as that the enforcement hereof may be limited by (a) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws Laws, now or hereafter in effect, relating to creditors’ rights generally generally, and (b) general principles of equity, equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law) ((a) and (b) collectively, the “Enforceability Exceptions”). (c) The Company Board, acting upon the unanimous recommendation of the Special Committee, by resolutions duly adopted by unanimous vote of those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a manner adverse to Parent, has (i) determined that it is fair to, and in the best interests of, the Company and its shareholders (other than the holders of Excluded Shares), and declared it advisable, for the Company to enter into this Agreement, and the Plan of Merger and consummate the Transactions, including the Merger; and (ii) authorized and approved the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions, including the Merger. As of the date hereof, the foregoing determinations and resolutions have not been rescinded, modified or withdrawn. (d) The Special Committee has received from ▇▇▇▇▇▇▇▇ ▇▇▇▇▇ (China) Limited (the “Financial Advisor”) its written opinion, dated as of the date of this Agreement, and based on and subject to the assumptions, qualifications, limitations and other matters set forth therein, to the effect that, the Per Share Merger Consideration to be received by the holders of Shares (other than Excluded Shares, Dissenting Shares and Shares represented by ADSs) and the Per ADS Merger Consideration to be received by the holders of ADSs (other than ADSs representing the Excluded Shares) and the Per Warrant Merger Consideration to be received by the holders of Warrants are fair, from a financial point of view, to such holders. The Financial Advisor has consented to the inclusion of a copy of such opinion in the Schedule 13E-3. It is agreed and understood that such opinion may not be relied on by ▇▇▇▇▇▇, Merger Sub or any of their respective Affiliates.

Authorization. Each of the Parent and Merger Sub has the requisite legal power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. (a) The execution, delivery and performance by each of the Parent and Merger Sub of this Agreement, the Redemption Agreement, the Preferred Stock Purchase Agreement and the consummation other agreements contemplated hereby will be, upon approval of the transactions contemplated herebyParent’s stockholders, have been duly and validly authorized by all necessary actionrequisite corporate action on the part of the Parent, and and, other than the approval of the Parent’s stockholders, no other action corporate act or proceeding on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption its board of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub directors is necessary to authorize the execution, delivery or performance of this Agreement, the Redemption Agreement, the Preferred Stock Purchase Agreement or any other agreement contemplated hereby or the consummation of any of the transactions contemplated hereby or thereby. This Agreement has been duly executed and delivered by the Parent and this Agreement constitutes, and the other agreements contemplated hereby upon execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Subwill each constitute, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub Parent, enforceable against the Parent and Merger Sub in accordance with its terms, their terms except as may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to laws affecting creditors’ rights generally and by general equitable principles. (b) general principles The Board of equityDirectors of the Parent (including any required committee or subgroup of the board of directors of the Parent) has, whether unanimously (a) declared the advisability of the Merger and approved this Agreement and the transactions contemplated hereby, (b) determined that the Merger is in the best interests of the stockholders of the Parent, and (c) determined that the fair market value of the Company is equal to at least 80% of the Parent’s net assets and there have been no changes to such enforceability is considered in resolutions. The only approvals of the Parent’s stockholders required to consummate the transactions contemplated by this Agreement are (i) the affirmative vote by the Parent’s stockholders holding a proceeding in equity or at Lawmajority of the IPO Shares, and (ii) no more than 9,374,999 IPO Shares seeking Conversion Payments.

Authorization. Each of the Parent and Merger Sub The Company has the all requisite legal corporate power and authority authority, and has taken all corporate action necessary, to execute and deliver this Agreement, each Ancillary Agreement and each of the Ancillary Agreements to which it is a partyparty and each instrument to be executed and delivered by the Company pursuant hereto, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and therebythereby and to perform its obligations hereunder and thereunder. The execution, execution and delivery and performance by each of the Parent and Merger Sub Company of this Agreement, and the consummation of the transactions contemplated hereby, have been duly authorized by all necessary action, and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is partya party and each instrument to be executed and delivered by the Company pursuant hereto, and the consummation by it the Company of the transactions contemplated hereby and thereby, will comply with all requirements of the respective Organizational Documents of the Company and have been duly authorized and validly approved by all necessary action the board of directors of the Company, and no Parent has been provided with documentation of such board approval. No other corporate action proceedings or actions on the part of the Parent or Merger Sub is Company are necessary to authorize the execution this Agreement, each Ancillary Agreement to which it is a party and delivery each instrument to be executed and delivered by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of Company pursuant hereto, and the transactions contemplated thereby (other than hereby and thereby, except for the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)Stockholder Approval. This Agreement has beenbeen duly executed and delivered by the Company and is, and when executed upon execution and delivered, each delivery of the Ancillary Agreements to which the Parent and Merger Sub Company is a party party, each of such Ancillary Agreements will be, duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each obligations of the Parent and Merger Sub Company enforceable against the Parent and Merger Sub Company in accordance with its their terms, in each case, except as such enforceability may be limited by (a) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or reorganization and other similar Laws relating to Regulations affecting creditors’ rights generally and (b) the general principles of equity, regardless of whether such enforceability is considered asserted in a proceeding in equity or at Lawlaw.

Authorization. (a) Each of the Parent and Merger Sub Selling Entity has the all requisite legal corporate, limited liability company or other organizational power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it such Selling Entity is a party, to perform its respective obligations hereunder and thereunder party and to consummate the transactions contemplated hereby and thereby. The execution, execution and delivery and performance by each of the Parent and Merger Sub of this Agreement, Agreement and the Ancillary Agreements to which each Selling Entity is a party and the consummation of the transactions contemplated hereby, hereby and thereby by each such Selling Entity have been duly authorized by all necessary actionrequisite corporate, limited liability company or other organizational action of such Selling Entity. This Agreement has been (and no other action on the part of the Parent or Merger Sub is necessary to authorize this Agreement or to consummate the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement). This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which each Selling Entity, as applicable, will be a party will be) duly executed and delivered by each Selling Entity, as applicable, and constitutes (and each such Ancillary Agreement when so executed and delivered by each such Selling Entity will constitute) a valid, legal and binding agreement of each such Selling Entity (assuming that this Agreement has been, and the Parent and Merger Sub Ancillary Agreements to which each such Selling Entity is a party will be, duly and validly authorized, executed and delivered by the Company andother Persons party thereto), assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of the Parent and Merger Sub enforceable against the Parent and Merger Sub each such Selling Entity in accordance with its their terms, except as except: (i) to the extent that enforceability may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, fraudulent conveyance moratorium or other similar Laws relating to affecting the enforcement of creditors’ rights generally generally; and (ii) that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding thereof may be brought. (b) general principles No notices to, filings with or authorizations, consents or approvals of equityany Governmental Authority are necessary in connection with the execution, whether delivery or performance by any Selling Entity of this Agreement or the Ancillary Agreements to which such enforceability Selling Entity is considered a party or the consummation by any such Selling Entity of the transactions contemplated hereby or thereby, except for: (i) compliance with and filings under the HSR Act and any other applicable Competition Laws; (ii) those the failure of which to obtain or make would not reasonably be expected to be materially adverse, individually or in a proceeding the aggregate, to the Transferred Entities or the ongoing conduct of the Business by the Transferred Entities; and (iii) as set forth in equity or at LawSection 2.2(b) of the Seller Disclosure Letter.

Authorization. Each of the Parent and Merger Sub (a) The Company has the all requisite legal corporate power and authority authority, and has taken all corporate action necessary, to execute and deliver this Agreement and each the Ancillary Agreements to be executed and delivered by the Company pursuant hereto, to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and thereunder. The execution and delivery by the Company of this Agreement and the Ancillary Agreements to which it is a party, and the consummation by the Company of the transactions contemplated hereby and thereby have been duly approved by the board of directors and/or shareholders (or other analogous bodies) of the Company, and InCard has been provided with documentation of such approvals. No other corporate proceedings on the part of the Company are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby. This Agreement has been duly executed and delivered by the Company and is, and upon execution and delivery of the Ancillary Agreements to which it is a party, each of such Ancillary Agreements will be, legal, valid and binding obligations of the Company enforceable against it in accordance with their terms, in each case, except as such enforceability may be limited by (i) bankruptcy, insolvency, moratorium, reorganization and other similar laws affecting creditors’ rights generally and (ii) the general principles of equity, regardless of whether asserted in a proceeding in equity or at law. (b) The Principal Shareholder has all requisite power and authority, and has taken all action necessary, to perform its respective obligations hereunder execute and thereunder and deliver this Agreement, to consummate the transactions contemplated hereby and therebyto perform its obligations hereunder. The execution, execution and delivery and performance by each of the Parent and Merger Sub Principal Shareholder of this Agreement, and the consummation by the Principal Shareholder of the transactions contemplated hereby, hereby have been duly authorized approved by all necessary actionthe board of directors and/or shareholders (or other analogous bodies) of the Principal Shareholder, and no InCard has been provided with documentation of such approvals. No other action corporate proceedings on the part of the Parent or Merger Sub is Principal Shareholder are necessary to authorize this Agreement or to consummate and the transactions contemplated hereby (other than the adoption of this Agreement immediately after the execution and delivery of this Agreement by Parent in its capacity as the sole stockholder of Merger Sub and compliance with the filing and notice requirements set forth in Sections 4.3(b)(i) through (iv)). When executed and delivered by each of the Parent and Merger Sub, the execution, delivery and performance by each of the Parent and Merger Sub of each Ancillary Agreement to which it is party, and the consummation by it of the transactions contemplated thereby, will have been duly authorized by all necessary action and no other corporate action on the part of the Parent or Merger Sub is necessary to authorize the execution and delivery by the Parent or Merger Sub of any such Ancillary Agreement or the consummation by it of the transactions contemplated thereby (other than the adoption of this Agreement by Parent as sole stockholder of Merger Sub, which shall occur immediately following the execution and delivery of this Agreement)hereby. This Agreement has been, and when executed and delivered, each of the Ancillary Agreements to which the Parent and Merger Sub is a party will be, been duly executed and delivered by the Company and, assuming the due authorization, execution Principal Shareholder and delivery by the Company, constitutes is a legal, valid and binding obligation of each of the Parent and Merger Sub such Principal Shareholder enforceable against the Parent and Merger Sub it in accordance with its terms, except as such enforceability may be limited by (ai) bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or reorganization and other similar Laws relating to laws affecting creditors’ rights generally and (bii) the general principles of equity, regardless of whether such enforceability is considered asserted in a proceeding in equity or at Lawlaw.