Common use of Due Authorization Clause in Contracts

Due Authorization. PubCo has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCo, enforceable against PubCo in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. PubCo (a) If such Shareholder is not a natural person, such Shareholder has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The If such Shareholder is not a natural person, the execution and delivery of this Agreement and the other documents to which PubCo it is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors (or an equivalent body) and/or shareholders of PubCo such Shareholder and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding on the part of PubCo such Shareholder is necessary to authorize this Agreement and the other documents to which PubCo it is a party contemplated hereby. This Agreement has been, and at on or prior to each Call Option Closing Datethe Initial Closing, the other documents to which PubCo such Shareholder is a party contemplated hereby will be, duly and validly executed and delivered by PubCosuch Shareholder, and this Agreement constitutes, and at or prior to each Call Option Closing Datethe Initial Closing, the other documents to which PubCo it is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCosuch Shareholder, enforceable against PubCo such Shareholder in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) If such Shareholder is a natural person, such Shareholder has full legal capacity, right and authority to (i) execute and deliver this Agreement and the documents to which such Shareholder is a party contemplated hereby, and (ii) to consummate the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by such Shareholder, and this Agreement constitutes a legal, valid and binding obligation of such Shareholder, enforceable against such Shareholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. If such Shareholder is a natural person who is married and resides in a community property jurisdiction, then such Shareholder’s spouse has executed and delivered to PubCo and Acquiror a spousal consent, in the form attached as Schedule B, concurrently with the execution and delivery of this Agreement.

Due Authorization. PubCo Such Acquisition Entity has all requisite corporate power and authority to (ia) execute and deliver this Agreement Agreement, the other Transaction Documents to which such Acquisition Entity is a party and the documents contemplated herebyhereby and thereby, and (iib) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement Agreement, the other Transaction Documents to which such Acquisition Entity is a party, and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo such Acquisition Entity and (ii) determined by the board of directors of PubCo such Acquisition Entity as advisable to PubCo such Acquisition Entity and its such Acquisition Entity’s shareholders and recommended for approval by PubCosuch Acquisition Entity’s shareholders. No other company proceeding on the part of PubCo such Acquisition Entity is necessary to authorize this Agreement and or the other documents Transaction Documents to which PubCo such Acquisition Entity is a party and the documents contemplated herebyhereby and thereby. This Agreement has been, and at or prior to each Call Option Closing Datethe Share Exchange Closing, the other documents Transaction Documents to which PubCo such Acquisition Entity is a party contemplated hereby will be, duly and validly executed and delivered by PubCosuch Acquisition Entity, and this Agreement constitutes, and at or prior to each Call Option Closing Datethe Share Exchange Closing, the other documents Transaction Documents to which PubCo such Acquisition Entity is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCosuch Acquisition Entity, enforceable against PubCo such Acquisition Entity in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. PubCo (a) The Company has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (iisubject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo the Company, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company or corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby. This Agreement has been, and at on or prior to each Call Option Closing Datethe Share Exchange Closing, the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, the Company and this Agreement constitutes, and at on or prior to each Call Option Closing Datethe Share Exchange Closing, the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

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

Due Authorization. PubCo (a) Acquiror has all requisite corporate power and authority to (i) execute and deliver this Agreement Agreement, the other Transaction Documents to which Acquiror is a party and the documents contemplated herebyhereby and thereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and Agreement, the other documents Transaction Documents to which PubCo Acquiror is a party and the documents contemplated hereby and thereby and the consummation of the transactions contemplated hereby and thereby have been (iA) duly and validly authorized and approved by the board of directors of PubCo Acquiror and (iiB) determined by the board of directors of PubCo Acquiror as advisable to PubCo Acquiror and its shareholders the Acquiror Shareholders and recommended for approval by PubCothe Acquiror Shareholders. No other company proceeding on the part of PubCo Acquiror is necessary to authorize this Agreement and the documents contemplated hereby (other documents to which PubCo is a party contemplated herebythan the Acquiror Shareholder Approval). This Agreement has been, and at or prior to each Call Option Closing Datethe Share Exchange Closing, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCoany Acquiror Party, and this Agreement constitutes, and at or prior to each Call Option Closing Datethe Share Exchange Closing, the other documents Transaction Documents to which PubCo Acquiror Party is a party and the other documents contemplated hereby and thereby will constitute, a legal, valid and binding obligation of PubCoAcquiror, enforceable against PubCo Acquiror in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The votes on the Transaction Proposals as identified in the Proxy/Registration Statement described in Section 10.2(a)(i) by holders of Acquiror Common Stock (which include the Acquiror Shareholder Approval) are the only votes of the holders of any of Acquiror’s Securities that are necessary in connection with entry into this Agreement by Acquiror and the consummation of the transactions contemplated hereby, including the Merger Closing and the Share Exchange Closing.

Due Authorization. PubCo has all requisite corporate power (a) The execution, delivery and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery performance of this Agreement (including any agreement, document and the other documents instrument executed and delivered pursuant to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have this Agreement) by Two Harbors LLC has been (i) duly and validly authorized and approved by the board all necessary actions required of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyTwo Harbors LLC. This Agreement has beenand each agreement, document and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly instrument executed and delivered by PubCo, and or on behalf of Two Harbors LLC pursuant to this Agreement constitutes, or when executed and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby delivered will constitute, a the legal, valid and binding obligation of PubCoTwo Harbors LLC, each enforceable against PubCo Two Harbors LLC in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws (currently in effect or enacted following the date hereof) affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The execution, delivery and performance by Two Harbors Property of each agreement or other document included in or contemplated by the Formation Transaction Documentation to which it is a party has been duly and validly authorized by all necessary actions required of Two Harbors Property. Each agreement, document and instrument included in or contemplated by the Formation Transaction Documentation and executed and delivered by or on behalf of Two Harbors Property constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Two Harbors Property, each enforceable against Two Harbors Property in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity. (c) The execution, delivery and performance by Two Harbors of this Agreement and each other Formation Transaction Documentation to which it is a party have been duly and validly authorized by all necessary actions required of Two Harbors. Each agreement, document and instrument included in or contemplated by the Formation Transaction Documentation and executed and delivered by or on behalf of Two Harbors constitutes, or when executed and delivered will constitute, the legal, valid and binding obligation of Two Harbors, each enforceable against Two Harbors in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.

Due Authorization. PubCo Subject to the receipt of the Company Shareholder Approval, the Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated herebyTransaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (ii) consummate the transactions contemplated hereby effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and thereby and perform all obligations to be performed by it hereunder and thereunderDistribution Agreement). The execution and delivery by the Company of this Agreement and the other documents Transaction Documents to which PubCo it is or will be a party contemplated hereby as of the Effective Time and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly authorized by all necessary and validly authorized proper corporate action on its part, and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding corporate action on the part of PubCo the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date and the other documents Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the Transactions. Each of this Agreement and the Transaction Documents to which PubCo the Company is or will be a party contemplated hereby. This Agreement as of the Effective Time has been, and at been or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, be duly and validly executed and delivered by PubCo, it and (assuming that this Agreement constitutes, and at or prior to each Call Option Closing Date, the such other documents applicable Transaction Documents to which PubCo each of Parent and Merger Sub is or will be a party contemplated hereby will constitute, as of the Effective Time constitutes a legal, valid and binding obligation of PubCoeach of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against PubCo it in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”).

Due Authorization. PubCo If such Shareholder is not a natural person, such Shareholder has all requisite corporate power and authority to (ia) execute and deliver this Agreement and the documents contemplated hereby, and (iib) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The If such Shareholder is not a natural person, the execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors (or an equivalent body) and/or shareholders of PubCo such Shareholder and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding on the part of PubCo such Shareholder is necessary to authorize this Agreement and the other documents to which PubCo contemplated hereby. If such Shareholder is a party natural person, such Shareholder has full legal capacity, right and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) to consummate the transactions contemplated hereby and thereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCosuch Shareholder, and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCosuch Shareholder, enforceable against PubCo such Shareholder in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. If such Shareholder is a natural person who is married and resides in a community property jurisdiction, then such Shareholder’s spouse has executed and delivered to PubCo and Acquiror a spousal consent, in the form attached as Schedule B, concurrently with the execution and delivery of this Agreement.

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

Due Authorization. PubCo (a) The Company has all requisite corporate or similar organizational power and authority to (i) execute and deliver this Agreement and the documents contemplated herebyeach Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (iisubject to the approvals described in Section 5.05) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other documents each Ancillary Agreement to which PubCo it is a party contemplated hereby party, and the consummation of the transactions contemplated hereby and thereby thereby, have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by Company Board and, except for the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No Company Stockholder Approval, no other company proceeding corporate or similar organizational action on the part of PubCo the Company or any of its Subsidiaries or any holders of any Equity Securities of the Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is (or will be) a party, the performance by the Company of its obligations hereunder and thereunder and the other documents to which PubCo is a party consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCothe Company and, and assuming this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCothe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party, when executed and delivered by the Company, will be duly and validly executed and delivered by the Company, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in effect or enacted following the date hereof) accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the Merger and the transactions contemplated by this Agreement, (ii) determined that this Agreement, the Merger and the transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Holders, (iii) directed that the adoption of this Agreement be submitted for approval by the Company Stockholders and (iv) resolved to recommend that the Company Stockholders approve this Agreement, the Merger and the transactions contemplated by this Agreement.

Due Authorization. PubCo Starwood has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, Transaction Documents to which it is or will be a party and (iisubject to the receipt of the Consents described in Section 4.04) to consummate the transactions contemplated hereby and thereby thereby, except for such further action of the Starwood Board required, if applicable, to establish the Record Date and perform all obligations the Distribution Date, and the effectiveness of the declaration of the Distribution by the Starwood Board (which is subject to be performed the satisfaction or, to the extent permitted by it hereunder and thereunderapplicable Law, waiver of the conditions set forth in the Separation Agreement). The execution and delivery by Starwood of this Agreement and the other documents Transaction Documents to which PubCo it is or will be a party contemplated hereby as of the Effective Time and the consummation of the transactions contemplated hereby and thereby have been (i) duly authorized by all necessary and validly authorized proper corporate action on its part, and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding corporate action on the part of PubCo Starwood is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time, except for such further action of the Starwood Board required, if applicable, to establish the Record Date and the other documents Distribution Date, and the effectiveness of the declaration of the Distribution by the Starwood Board (which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation Agreement). Each of this Agreement and the Transaction Documents to which PubCo Starwood is or will be a party contemplated hereby. This Agreement as of the Effective Time has been, and at been or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, be duly and validly executed and delivered by PubCo, it and (assuming that each of this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents applicable Transaction Documents to which PubCo each of ILG and Merger Sub is or will be a party contemplated hereby will constitute, as of the Effective Time constitutes a legal, valid and binding obligation of PubCoeach of ILG and Merger Sub (as applicable)) constitutes or will constitute the legal, valid and binding obligation of Starwood, enforceable against PubCo it in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”).

Due Authorization. PubCo The Company has all the requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each other Transaction Agreement to which it is or will be a party and (ii) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and, subject only to obtaining the Company Stockholder Approval by the Requisite Company Stockholders, to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the other documents to which PubCo is a party contemplated hereby such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo the Company and (ii) determined other than execution and delivery of the Company Stockholder Approval by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No Requisite Company Stockholders, no other company corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and or such Transaction Agreements or the other documents to which PubCo is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and at or prior to each Call Option Closing Date, such Transaction Agreement (when executed and delivered by the other documents to which PubCo is a party contemplated hereby Company) will be, duly and validly executed and delivered by PubCothe Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such Transaction Agreement will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect affecting or enacted following the date hereof) affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such principles are considered in a proceeding in equity or at Law (collectively, the “Enforceability Exceptions”). At a meeting duly called and held, the board of directors of the Company has unanimously (i) determined that it is in the best interests of the Company and the stockholders of the Company, and declared it advisable, to enter into this Agreement providing for the Mergers, (ii) approved this Agreement and the Transactions, including the Mergers, on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending that this Agreement and the Transactions, including the Mergers, be adopted by the stockholders of the Company. The Company Stockholder Approval is the only vote or consent of holders of any class of Equity Securities of the Company or any of its Subsidiaries that is required to adopt this Agreement and approve the Transactions.

Due Authorization. PubCo (a) Each Group Company has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, other Transaction Documents to which it is a party and (iisubject to the approvals described in Article II and Section 6.4) to consummate the transactions contemplated hereby Transactions and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents Transaction Documents to which PubCo any Group Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the board of directors or similar governing body of PubCo such Group Company, and (ii) determined by other than the board of directors of PubCo as advisable to PubCo approvals specified in this Agreement and its shareholders and recommended for approval by PubCo. No the relevant Transaction Documents, no other company or corporate proceeding on the part of PubCo such Group Company is necessary to authorize this Agreement and the other documents Transaction Documents to which PubCo such Group Company is a party contemplated herebyparty. This Agreement has been, and at on or prior to each Call Option Closing Datethe Merger Closing, the other documents Transaction Documents to which PubCo any Group Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, such Group Company and this Agreement constitutes, and at on or prior to each Call Option Closing Datethe Merger Closing, the other documents Transaction Documents to which PubCo such Group Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCosuch Group Company, enforceable against PubCo such Group Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the competent corporate body of each Group Company has duly adopted or passed resolutions (i) determining that this Agreement and the other Transaction Documents to which such Group Company is a party and the Transactions are advisable and fair to, and in the best interests of, such Group Company and its shareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by such Group Company of this Agreement and the other Transaction Documents to which such Group Company is a party and the Transactions. No other corporate action is required on the part of any Group Company or any of its shareholders to enter into this Agreement or the Transaction Documents to which such Group Company is a party or to approve the Transactions, other than the approvals specified in this Agreement.

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

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

Due Authorization. PubCo The Company has all the requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each Transaction Agreement to which it is a party and (ii) consummate subject to the transactions contemplated hereby and thereby and approvals described in Section 5.05), subject to obtaining the Company Stockholder Approval, to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions. The execution Holders who have executed the Company Voting and delivery Support Agreements as of the date hereof have agreed to vote in favor of the approval of this Agreement and the Transactions, including the Mergers, and such approval will be sufficient to duly obtain the Company Stockholder Approval. Other than the Company Stockholder Approval, no other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and or such Transaction Agreements or the other documents to which PubCo is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and at or prior to each Call Option Closing Date, such Transaction Agreement (when executed and delivered by the other documents to which PubCo is a party contemplated hereby Company) will be, duly and validly executed and delivered by PubCothe Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such Transaction Agreement will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect affecting or enacted following the date hereof) affecting relating to creditors’ rights generally and subject, as to enforceability, to the remedy of specific performance and injunctive and other forms of equitable relief which may be subject to equitable defenses, general principles of equityequity and to the discretion of the court before which any proceeding therefor may be brought, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

Due Authorization. PubCo (a) HCM has all requisite corporate power and authority to (ix) execute and deliver this Agreement and the documents contemplated hereby, and (iiy) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby hereby, and the consummation of the transactions contemplated hereby and thereby thereby, have been (i) duly and validly authorized and approved by the board Board of directors Directors of PubCo HCM and (ii) determined by the board Board of directors Directors of PubCo HCM as advisable to PubCo HCM and its shareholders the HCM Shareholders, and recommended for approval by PubCothe HCM Shareholders. No other company proceeding on the part of PubCo HCM is necessary to authorize this Agreement and the documents contemplated hereby (other documents to which PubCo is a party contemplated herebythan the HCM Shareholder Approval). This Agreement has been, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCoHCM, to the extent a party thereto, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of PubCoHCM, to the extent a party thereto, enforceable against PubCo HCM, to the extent a party thereto, in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to HCM’s Governing Documents) is present, each of those Transaction Proposals shall require approval by an affirmative vote of the holders of at least a: (i) simple majority of the outstanding HCM Ordinary Shares in respect of those Transaction Proposals requiring an ordinary resolution as a matter of Cayman Islands law; or (ii) two-thirds majority in respect of those Transaction Proposals requiring a special resolution as a matter of Cayman Islands law, in each case, entitled to vote, who attend (in person or via proxy) and vote thereupon (as determined in accordance with HCM’s Governing Documents) at a shareholders’ meeting duly called by the Board of Directors of HCM and held for such purpose. (c) HCM Shareholder Approval is the only approval or consent required to be obtained from HCM Shareholders in connection with entry into this Agreement by HCM and the consummation of the transactions contemplated hereby, including the Merger and the Closing. (d) At a board meeting duly called and held, the Board of Directors of HCM has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. PubCo has all requisite corporate power (a) The execution and authority to (i) execute and deliver delivery by Empire of this Agreement and each of the documents contemplated herebyother Transaction Documents to which it is a party, the performance by it of all the terms and (ii) consummate the transactions contemplated hereby conditions hereof and thereby and perform all obligations thereof to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by all necessary corporate proceedings on the board part of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCoEmpire. No other company corporate proceeding on the part of PubCo Empire is necessary to authorize approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other documents Transaction Documents to which PubCo Empire is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, have been duly and validly executed by Empire and delivered by PubCo, and this Agreement constitutes, and at or prior to each Call Option Closing Date, constitute the other documents to which PubCo is a party contemplated hereby will constitute, a legal, valid and binding obligation obligations of PubCo, Empire enforceable against PubCo Empire in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws (currently in effect or enacted following the date hereof) laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery by ▇▇▇▇▇▇▇▇ of this Agreement and each of the other Transaction Documents to which it is a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary corporate proceedings on the part of ▇▇▇▇▇▇▇▇. No other corporate proceeding on the part of ▇▇▇▇▇▇▇▇ is necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transaction contemplated hereby and thereby. This Agreement and the other Transaction Documents to which ▇▇▇▇▇▇▇▇ is a party have been duly and validly executed by ▇▇▇▇▇▇▇▇ and constitute the legal, valid and binding obligations of ▇▇▇▇▇▇▇▇ enforceable against ▇▇▇▇▇▇▇▇ in accordance with their respective terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors' rights and general principles of equity.

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

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

Due Authorization. PubCo The Company has all requisite the corporate power and authority to (i) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other documents Transaction Documents to which PubCo it is a party, the issuance and delivery of the Securities by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party contemplated hereby (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company, and (b) have been (i) duly and validly authorized and approved by all necessary corporate action of the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyCompany. This Agreement has been, and at or prior to each Call Option Closing Date, of the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby when executed and delivered by the Company will be, duly and validly executed and delivered by PubCothe Company, and this Agreement constitutes, and at or prior to each Call Option Closing Date, of such other Transaction Documents when executed and delivered by the other documents to which PubCo is a party contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of PubCo, the Company enforceable against PubCo the Company in accordance with their respective terms, subject to applicable its terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws (currently in effect or enacted following laws affecting the date hereof) affecting enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. Prior to the Closing, the Conversion Shares will be validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series F Preferred Stock and the Series G Preferred Stock will be as set forth in the Certificate of Designation for the Series F Preferred Stock and the Certificate of Designation for the Series G Preferred Stock (collectively, the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The terms of the Warrants will be set forth in a Warrant, the form of which is attached to this Agreement as Exhibit 2.2C. The Securities issued to the Purchasers in accordance with the terms of the Certificates of Designation or Warrant, as applicable, when issued and delivered in accordance with the terms of this Agreement, will be validly issued and outstanding, fully paid and non-assessable, free and, except as provided in Section 4.9 hereof, clear of any Encumbrances and not subject to the preemptive or other similar rights of the stockholders of the Company.

Due Authorization. PubCo Each Seller has all requisite company or corporate (as the case may be) power and authority to (i) execute and deliver enter into this Agreement and the documents contemplated hereby, Related Agreements to which such Seller is to be a party and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderand, if applicable, thereby. The execution execution, delivery and delivery performance of this Agreement by each Seller and the other documents Related Agreements by each Seller which is to which PubCo is be a party contemplated hereby thereto, and the consummation of the transactions contemplated hereby and thereby have by each Seller, has been (i) duly and validly authorized and approved by the board of directors of PubCo each Seller and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company or corporate action or proceeding on the part of PubCo any Seller is necessary to authorize this Agreement Agreement, the Related Agreements to which such Seller is to be a party and the other documents to which PubCo is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party transactions contemplated hereby will be, and thereby. Each Seller has duly and validly executed and delivered by PubCo, and this Agreement constitutes, and at or prior to each Call Option or at the Closing Datewill duly and validly execute and deliver the Related Agreements to which any such Seller is a party. Assuming the due authorization, execution and delivery of this Agreement and the Related Agreements by the other documents to which PubCo is a party contemplated hereby will constituteparties hereto and thereto, this Agreement constitutes a legal, valid and binding obligation of PubCoeach Seller and, upon execution and delivery of the Related Agreements to which any such Seller is a party, such Related Agreements will constitute legal, valid and binding obligations of the Seller that is a party to any Related Agreement, in each case, enforceable against PubCo in accordance with their its respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws (currently laws in effect or enacted following that affect the date hereof) affecting enforcement of creditors’ rights generally and subject, as to enforceability, to general by equitable limitations on the availability of specific remedies and by principles of equityequity (collectively, “Enforceability Limitations”).

Due Authorization. PubCo Each of Acquiror and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated herebyother Transaction Documents to which it is, or is specified to be, a party, and (iisubject to the approvals discussed below) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery of this Agreement and the other documents Transaction Documents to which PubCo Acquiror and/or Merger Sub, as applicable, is specified to be, a party contemplated hereby party, and the consummation of the transactions contemplated hereby and thereby by Acquiror and/or Merger Sub, as applicable, have been (i) duly and validly authorized and approved by the board Board of directors Directors of PubCo Acquiror and (ii) determined approved by Acquiror as the board sole member of directors of PubCo as advisable to PubCo Merger Sub, and its shareholders and recommended for approval by PubCo. No no other company corporate proceeding on the part of PubCo Acquiror or Merger Sub is necessary to authorize this Agreement and Agreement, the other documents Transaction Documents to which PubCo it is, or is specified to be, a party party, or the transactions contemplated herebyhereby and thereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCoeach of Acquiror and Merger Sub, and Acquiror and/or Merger Sub, as applicable, will, subject to the terms and conditions hereof, and, at or prior to the Closing, will, subject to the terms and conditions hereof, duly execute and deliver each other Transaction Document to which it is specified to be a party, and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents Transaction Document to which PubCo Acquiror and/or Merger Sub, as applicable, is specified to be a party contemplated hereby upon execution thereof will constitute, constitute a legal, valid and binding obligation of PubCoAcquiror and Merger Sub, enforceable against PubCo Acquiror and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. PubCo (a) The Company has all requisite corporate full power and authority to (i) execute and deliver enter into this Agreement and the documents contemplated hereby, Related Agreements to which it is a party and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance by the Company of this Agreement and the other documents Related Agreements to which PubCo it is a party contemplated hereby have been duly and validly approved by the consummation managers, members, and equityholders of the Company, and no other actions or proceedings on the part of the Company are necessary to authorize this Agreement, the Related Agreements or the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCothereby. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated hereby. This Agreement The Company has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, and this Agreement constitutesand the Related Agreements. This Agreement and the Related Agreements of the Company constitute (assuming, in each case, due execution and at or prior to each Call Option Closing Datedelivery by Parent, Purchaser and the other documents to which PubCo is a entities party contemplated hereby will constitute, a thereto) legal, valid and binding obligation obligations of PubCothe Company, in each case enforceable against PubCo in accordance with their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws (currently laws in effect or enacted following which affect the date hereof) affecting enforcement of creditors’ ' rights generally and subjectby equitable limitations on the availability of specific remedies. (b) Each Seller and each Corporation has full power and authority to enter into this Agreement and the Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. Each Seller and each Corporation has duly and validly executed and delivered this Agreement and the Related Agreements to which it is a party. This Agreement and the Related Agreements to which each Seller and each Corporation is a party constitute (assuming, in each case, due execution and delivery by Parent, Purchaser and the other entities party thereto) legal, valid and binding obligations of such Seller or Corporation, in each case enforceable in accordance with their respective terms, except as to enforceabilitysuch enforceability may be limited by applicable bankruptcy, to general principles insolvency, moratorium, reorganization or similar laws in effect which affect the enforcement of equitycreditors' rights generally and by equitable limitations on the availability of specific remedies.

Due Authorization. PubCo The Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated herebyTransaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (ii) consummate the transactions contemplated hereby effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and thereby and perform all obligations to be performed by it hereunder and thereunderDistribution Agreement). The execution and delivery by the Company of this Agreement and the other documents Transaction Documents to which PubCo it is or will be a party contemplated hereby as of the Effective Time and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly authorized by all necessary and validly authorized proper corporate action on its part, and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding corporate action on the part of PubCo the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date and the other documents Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the Transactions. Each of this Agreement and the Transaction Documents to which PubCo the Company is or will be a party contemplated hereby. This Agreement as of the Effective Time has been, and at been or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, be duly and validly executed and delivered by PubCo, it and (assuming that this Agreement constitutes, and at or prior to each Call Option Closing Date, the such other documents applicable Transaction Documents to which PubCo each of Parent and Merger Sub is or will be a party contemplated hereby will constitute, as of the Effective Time constitutes a legal, valid and binding obligation of PubCoeach of Parent and Merger Sub (as applicable)), constitutes or will when executed and delivered constitute the legal, valid and binding obligation of the Company, enforceable against PubCo it in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”).

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

Due Authorization. PubCo (a) Each of the Company Parties has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the other documents contemplated hereby, and (ii) consummate the transactions to which it is a party contemplated hereby and thereby (subject to the approvals described in Section 5.6) to consummate the Transactions and the FST Restructuring, and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party the Company Parties are parties contemplated hereby and the consummation of the transactions contemplated hereby Transactions and thereby the FST Restructuring have been (i) duly and validly authorized and approved by the board of directors of PubCo the Company, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company or corporate proceeding on the part of PubCo the Company Parties is necessary to authorize this Agreement and the other documents to which PubCo is a party the Company Parties are parties contemplated hereby. This Agreement has been, and at on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCoeach of the Company Parties, and this Agreement constitutes, assuming the due authorization, execution and at delivery by the other Parties hereto, and on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo each of the Company Parties is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other Parties thereto, a legal, valid and binding obligation of PubCothe Company Parties, enforceable against PubCo the Company Parties in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of each of the Company Parties has duly adopted resolutions (i) determining that this Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the FST Restructuring are advisable and fair to, and in the best interests of, each of the Company Parties and the Company Shareholders and (ii) authorizing and approving the execution, delivery and performance by the Company Parties of this Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the FST Restructuring. Certified copies of the resolutions described in this Section 5.4(b) have been provided to SPAC prior to the execution and delivery of this Agreement by the Company Parties. No other corporate action is required on the part of the Company or any of the Company Shareholders to enter into this Agreement or the documents to which each of the Company Parties are party contemplated hereby or to approve the Transactions and the FST Restructuring other than the Company Shareholder Approvals.

Due Authorization. PubCo Holdings has all the requisite corporate limited liability company power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each Transaction Agreement to which it is a party and (iisubject to the approvals described in Section 5.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the other documents to which PubCo is a party contemplated hereby such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors managers of PubCo Holdings and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other limited liability company proceeding on the part of PubCo Holdings or any of its equityholders is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyor such Transaction Agreements or Holdings’ performance hereunder or thereunder. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such Transaction Agreement (when executed and delivered by Holdings) will be, duly and validly executed and delivered by PubCoHoldings and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such Transaction Agreement will constitute, a legal, valid and binding obligation of PubCoHoldings, enforceable against PubCo Holdings in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the Enforceability Exceptions. The copy of the Holdings Board Approval provided to Acquiror prior to the date hereof) affecting creditors’ rights generally hereof is true, correct and subjectcomplete, as is effective and has not been revoked and is the only approval of the board of managers of Holdings or any of the equityholders of Holdings to enforceabilityapprove relating to the Transaction Agreements, to general principles the transactions contemplated hereby and thereby and the performance of equitythe obligations of Holdings hereunder and thereunder.

Due Authorization. PubCo (a) Each of the Company and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement and each Ancillary Agreement to which it is a party. Each of the documents contemplated hereby, Company and (ii) Merger Sub has all requisite corporate power and authority to perform its respective obligations under this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other documents Ancillary Agreements to which PubCo is they are a party contemplated hereby by each of the Company and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been (i) duly duly, validly and validly unanimously authorized by all requisite action, including, in the case of Merger Sub, the Written Consent, and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company corporate or equivalent proceeding on the part of PubCo the Company or Merger Sub is necessary to authorize this Agreement and or the other documents to which PubCo is a party contemplated herebyAncillary Agreements or the Company’s or Merger Sub’s performance hereunder or thereunder. This Agreement and each Ancillary Agreement has been, and at been or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCoeach of the Company and Merger Sub and, assuming due authorization and execution by each other parties hereto and thereto, this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such Ancillary Agreement will constitute, a legal, valid and binding obligation of PubCoeach of the Company and Merger Sub, enforceable against PubCo each of the Company and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The Company Board and the board of directors of Merger Sub, by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or modified in any way, has approved, as applicable, this Agreement and the Ancillary Agreements and the transactions contemplated hereby and thereby, including the Merger and the issuance of the Company Class A Common Stock to the Pubco Stockholders. The Company has delivered to Pubco a true and complete copy of the Written Consent.

Due Authorization. PubCo Such Acquisition Entity has all requisite corporate power and authority to (ia) execute and deliver this Agreement and the documents contemplated hereby, and (iib) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo such Acquisition Entity is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo such Acquisition Entity and (ii) determined by the board of directors of PubCo such Acquisition Entity as advisable to PubCo such Acquisition Entity and its such Acquisition Entity’s shareholders and recommended for approval by PubCosuch Acquisition Entity’s shareholders. No other company proceeding on the part of PubCo such Acquisition Entity is necessary to authorize this Agreement and the other documents to which PubCo such Acquisition Entity is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Datethe Initial Closing, the other documents to which PubCo such Acquisition Entity is a party contemplated hereby will be, duly and validly executed and delivered by PubCosuch Acquisition Entity, and this Agreement constitutes, and at or prior to each Call Option Closing Datethe Initial Closing, the other documents to which PubCo such Acquisition Entity is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCosuch Acquisition Entity, enforceable against PubCo such Acquisition Entity in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. PubCo (a) Terex has all requisite corporate right, power and authority to enter into the Transaction Documents to which it is a party and to consummate the transactions contemplated thereby. The execution and delivery of the Transaction Documents to which it is a party by Terex and the compliance by Terex with all of the provisions of the Transaction Documents to which it is a party and consummation by Terex of the transactions contemplated thereby have been duly authorized by all requisite corporate proceedings on the part of Terex. The Transaction Documents to which Terex is a party have been duly executed and delivered by Terex and constitute the valid and binding agreements of Terex enforceable in accordance with their terms, except that (i) execute and deliver this Agreement and the documents contemplated herebysuch enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium or other similar Laws now or hereafter in effect relating to creditors' rights, and (ii) 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) The Purchaser has all right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderhereby. The execution and delivery of this Agreement and compliance by the other documents to which PubCo is a party contemplated hereby Purchaser with all the provisions of this Agreement and consummation by the consummation Purchaser of the transactions contemplated hereby and thereby have been (i) duly are within the power and validly authorized and approved by authority of the board of directors of PubCo Purchaser; and (ii) determined have been authorized by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding all requisite proceedings on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyPurchaser (including the approval or consent of the stockholders of the Purchaser). This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCo, the Purchaser and this Agreement constitutes, and at or prior to each Call Option Closing Date, constitutes the other documents to which PubCo is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of PubCothe Purchaser, enforceable against PubCo in accordance with their respective its terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws (currently now or hereafter in effect or enacted following relating to creditors' rights, and (ii) the date hereof) affecting creditors’ rights generally remedy of specific performance and subject, as injunctive and other forms of equitable relief may be subject to enforceability, equitable defenses and to general principles the discretion of equitythe court before which any proceeding therefor may be brought.

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

Due Authorization. PubCo (a) Other than the Company Shareholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (iisubject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo the Company, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company or corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and the other documents to which PubCo the Company is a party contemplated hereby. This Agreement has been, and at on or prior to each Call Option Closing Datethe Amalgamation Closing, the other documents to which PubCo the Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, the Company and this Agreement constitutes, and at on or prior to each Call Option Closing Datethe Amalgamation Closing, the other documents to which PubCo the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to the Company’s Governing Documents) is present the Amalgamation Proposal shall require approval by an affirmative vote of the holders of at least 75% of the Company Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the board of directors of the Company and held for such purpose. (c) The foregoing votes are the only votes of any of the Company Shares necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Amalgamation Closing. (d) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. PubCo The Company has all requisite corporate power and authority to to: (ia) execute execute, deliver and deliver perform this Agreement and the documents contemplated hereby, other Transaction Agreements to which it is a party; and (iib) carry out the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions (including the Merger), in each case, subject to the consents, approvals, authorizations and thereby and perform all obligations to be performed by it hereunder and thereunderother requirements described in Section 4.5. The execution and delivery by the Company of this Agreement and the other documents Transaction Agreements to which PubCo it is a party contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby Transactions (including the Merger) have been (i) been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly authorized and approved by all requisite action, including approval by the board of directors of PubCo the Company and, following receipt of the affirmative vote or consent of the holders of shares representing a majority of the voting power of the Company required to approve and adopt this Agreement, the Merger and the other Transactions under the Charter Documents and the DGCL, including, without limitation, the approval of the holders of the Company Preferred Stock and Company Common Stock, respectively, including the (x) approval of the majority of the holders of the Company Preferred Stock and the Company Common Stock voting as a single class (on an as converted basis) and (iiy) determined by approval of fifty-five percent (55%) of the board holders of directors of PubCo the outstanding Company Preferred Stock (the Company Series A Preferred Stock and the Company Series B Preferred Stock voting together as advisable to PubCo a separate class from the Company Common Stock) (collectively, the “Company Stockholder Approval”), and its shareholders and recommended for approval by PubCo. No no other company corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement. This Agreement and the other documents Transaction Agreements to which PubCo it is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, have been duly and validly executed and delivered by PubCo, the Company and (assuming this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCoeach of Parent and Merger Sub) constitute or will constitute the legal, valid and binding obligation of the Company, enforceable against PubCo the Company in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”).

Due Authorization. PubCo Each Seller has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each Ancillary Agreement to which such Seller is or will be party and (iisubject to the approvals discussed below) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery of this Agreement and the other documents each Ancillary Agreement to which PubCo a Seller is or will be a party contemplated hereby by such Seller and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo all corporate or other action, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding on the part of PubCo such Seller is necessary to authorize this Agreement and the other documents or any Ancillary Agreement to which PubCo such Seller is a party contemplated herebyor will be party. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents Ancillary Agreement to which PubCo a Seller is or will be a party contemplated hereby will be, has been duly and validly executed and delivered by PubCo, such Seller and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCosuch Seller, enforceable against PubCo such Seller in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. No Seller is entering into this Agreement or the transactions contemplated hereby with the actual intent to hinder, delay or defraud either present or future creditors. Sellers have, prior to execution and delivery of this Agreement, conducted all consultation and other actions required to be conducted by Law or contract with works council to any of the Companies. All Liens on Equity Interests or assets of the Companies pledged in support of obligations in respect of the ▇▇▇▇▇▇▇ Notes (a) are “Liens granted upon Shared Collateral to secure Second Priority Debt Obligations” within the meaning of the Junior Lien Intercreditor Agreement and (b) shall terminate in accordance with Section 5.01(a) of the Junior Lien Intercreditor Agreement.

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

Due Authorization. PubCo (a) The Company has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, Ancillary Agreements to which it is a party and (iisubject to receipt of the consents, approvals and authorizations and the other requirements described in Section 4.5) to consummate the transactions contemplated hereby Transactions and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents Ancillary Agreements to which PubCo the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the board of directors of PubCo Company Board, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company or corporate proceeding on the part of PubCo the Company or any Company Shareholder is necessary to authorize the execution and delivery of this Agreement and the other documents Ancillary Agreements to which PubCo the Company is a party contemplated herebyparty. This Agreement has been, and at on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo the Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCothe Company, and (assuming due authorization, execution and delivery of this Agreement by the other Parties and of the other documents to which the Company is a party contemplated hereby by the other parties thereto) this Agreement constitutes, and at on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the Transactions are likely to promote the success of the Company for the benefit of its members as a whole having regard (amongst other matters) to the matters referred to in section 172 of the Companies ▇▇▇ ▇▇▇▇, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other documents to which the Company is a party contemplated hereby and the Transactions. No other corporate action is required on the part of the Company or any of the Company Investors to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Exchange or the Mergers.

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

Due Authorization. PubCo has all requisite corporate power and authority to (iA) execute and deliver this Agreement and the documents contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement by Prison Realty and compliance by Prison Realty with all the other documents to which PubCo is a party contemplated hereby and the consummation provisions of the transactions contemplated hereby and thereby have been this Agreement: (i) duly are within the corporate power and validly authorized and approved by the board authority of directors of PubCo Prison Realty; and (ii) determined have been authorized by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding all requisite corporate proceedings on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyPrison Realty. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCo, Prison Realty and this Agreement constitutes, and at or prior to each Call Option Closing Date, constitutes the other documents to which PubCo is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of PubCo, Prison Realty enforceable against PubCo in accordance with their respective its terms, except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws (currently laws now or hereafter in effect relating to creditors rights, and (b) 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) The issuance of the Prison Realty Common Stock to be issued pursuant to the terms of this Agreement has been duly authorized by Prison Realty, and the shares of Prison Realty Common Stock to be issued pursuant to the terms of this Agreement have been reserved for issuance and, when issued and delivered in accordance with this Agreement, will be validly issued, fully paid and nonassessable and listed for trading on the NYSE or enacted such other exchange as Prison Realty Common Stock may be traded. There are no preemptive rights or other rights to subscribe for or purchase securities existing with respect to the issuance of the Prison Realty Common Stock by Prison Realty pursuant hereto. (C) Prison Realty shall: (i) at the Closing, have filed with the Commission a registration statement which shall have been declared effective by the Commission with respect to the issuance of the Prison Realty Common Stock at Closing; or, in the alternative, (ii) have filed, within 15 days following the date hereof) affecting creditors’ rights generally and subjectClosing, as to enforceability, to general principles a registration statement which is subsequently declared effective by the Commission within 60 days following the filing of equitysuch registration statement with the Commission.

Due Authorization. PubCo The Company has all requisite right, corporate power and authority to (i) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other documents Transaction Documents to which PubCo it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party contemplated hereby (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company, and (b) have been (i) duly and validly authorized and approved by all requisite corporate action of the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyCompany. This Agreement has been, and at or prior to each Call Option Closing Date, of the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby when executed and delivered by the Company will be, duly and validly executed and delivered by PubCothe Company, and this Agreement constitutes, and at or prior to each Call Option Closing Date, of such other Transaction Documents when executed and delivered by the other documents to which PubCo is a party contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of PubCo, the Company enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws (currently in effect or enacted following laws affecting the date hereof) affecting enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. The Shares have been validly reserved for issuance, and upon issuance, will be duly authorized and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series C Preferred Stock and the Series D Preferred Stock will be as set forth in the Certificate of Designation for the Series C Preferred Stock and the Certificate of Designation for the Series D Preferred Stock (the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The Preferred Shares issued to the Purchasers in accordance with the terms of the Certificates of Designation, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable free and clear of any Encumbrances and not subject to the preemptive or other similar rights of any stockholders of the Company.

Due Authorization. PubCo (i) Each of the Issuer and the Guarantor has all requisite the necessary corporate power and authority to (i) execute enter into and deliver perform its obligations under this Agreement, the Indenture and the Securities and to issue and sell the Securities pursuant to this Agreement and the documents Indenture. Each of the Issuer and the Guarantor have taken all corporate action required to authorize the execution and performance of this Agreement, the Indenture, the Securities and the issue and sale of the Securities. (ii) The Notes, when issued, will be in the form contemplated herebyby the Indenture. The Notes have been duly and validly authorized by the Issuer and, when executed by the Issuer and authenticated by the Trustee in accordance with the provisions of the Indenture and when delivered to and paid for by the Underwriters in accordance with the terms of this Agreement, will constitute valid and legally binding obligations of the Issuer, entitled to the benefits of the Indenture, and enforceable against the Issuer in accordance with their terms, except that the enforcement thereof may be subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally, and (ii) consummate general principles of equity and the transactions contemplated hereby discretion of the court before which any proceeding therefor may be brought (collectively, the “Enforceability Exceptions”). (iii) Each of the Issuer and thereby the Guarantor has the necessary corporate power and authority to execute, deliver and perform all its obligations to be performed by it hereunder and thereunderunder the Indenture. The execution and delivery of this Agreement Indenture has been duly qualified under the Trust Indenture Act. The Indenture has been duly authorized by the Issuer and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) Guarantor and, when duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCoor on behalf of the Issuer and the Guarantor (assuming the due authorization, execution and this Agreement constitutes, and at or prior to each Call Option Closing Datedelivery by the Trustee), the other documents Indenture will constitute the valid and binding obligation of the Issuer and the Guarantor, enforceable against each of the Issuer and the Guarantor in accordance with its terms, except that the enforcement thereof may be subject to which PubCo is a party contemplated hereby the Enforceability Exceptions. (iv) The Guarantee has been duly authorized by the Guarantor and, when the Indenture has been duly executed and delivered by the parties thereto and the Notes have been executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to this Agreement, the Guarantee will constitute, constitute a legal, valid and binding obligation of PubCo, the Guarantor enforceable against PubCo the Guarantor in accordance with their respective its terms, except as the enforcement thereof may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityEnforceability Exceptions.

Due Authorization. PubCo Parent has all requisite corporate full power and authority to (i) execute execute, deliver and deliver perform this Agreement and Parent, Sellers and each Subject Entity will have at the documents contemplated herebyClosing, full power and (ii) authority to execute, deliver and perform their respective Related Agreements and to consummate the transactions contemplated hereby (in the case of Parent only) and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance by Parent of this Agreement and the other documents to which PubCo is a party contemplated hereby execution, delivery and performance by Parent, each Seller and each Subject Entity of its respective Related Agreements, and the consummation by Parent, such Seller or such Subject Entity of the transactions contemplated hereby and thereby thereby, have been, or in the case of Sellers and the Subject Entities, will have been (i) at the Closing, duly and validly authorized and approved by the Parent’s, such Seller’s and such Subject Entity’s board of directors and, to the extent required by applicable Law, by all shareholders of PubCo Parent, such Seller and (ii) determined by the board of directors of PubCo as advisable such Subject Entity entitled to PubCo vote thereon, and its shareholders and recommended for approval by PubCo. No no other company proceeding actions or proceedings on the part of PubCo is Parent, such Seller or such Subject Entity are or will be necessary to authorize the execution, delivery and performance by Parent of this Agreement and Agreement, or Parent, such Seller or such Subject Entity of its respective Related Agreements or the other documents to which PubCo is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party transactions contemplated hereby will be(in the case of Parent only) and thereby, as applicable. Parent has duly and validly executed and delivered by PubCo, and this Agreement constitutesand Parent, each Seller and at each Subject Entity has duly and validly executed and delivered (or prior to each Call Option or at the Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, duly and validly execute and deliver) their Related Agreements. This Agreement constitutes a legal, valid and binding obligation of PubCoParent, and Parent’s, each Seller’s and each Subject Entity’s Related Agreements upon execution and delivery by Parent, such Seller or such Subject Entity will constitute legal, valid and binding obligations of Parent, such Seller or such Subject Entity, in each case, enforceable against PubCo in accordance with their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws (currently laws in effect or enacted following that affect the date hereof) affecting enforcement of creditors’ rights generally generally, and subject, as to enforceability, to general by equitable limitations on the availability of specific remedies and by principles of equity.

Due Authorization. PubCo (a) Each of the Companies has all the requisite corporate or partnership power and authority authority, as applicable, to (i) execute and deliver this Agreement and each of the documents contemplated hereby, Ancillary Agreements to which it is a party and (ii) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby each such Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by each of the board of directors of PubCo Companies and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding on the its part of PubCo is necessary to authorize this Agreement and each such Ancillary Agreement and the other documents to which PubCo is a party consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCoeach of the Companies, and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is constitutes a party contemplated hereby will constitute, a legal, legally valid and binding obligation of PubCoeach of the Companies, enforceable against PubCo each of the Companies in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Companies are a party upon being duly and validly executed and delivered by the Companies shall constitute a legally valid and binding obligation of the Companies, enforceable against the Companies in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. (b) Each of Parent and the Sellers has the requisite corporate power and authority to execute and deliver this Agreement and each of the Ancillary Agreements to which it is a party and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and each such Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by Parent and the Sellers and no other proceeding on Parent's or the Sellers' part is necessary to authorize this Agreement and each such Ancillary Agreement and the consummation of the transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by Parent and the Sellers, and constitutes a legally valid and binding obligation of Parent and the Sellers, enforceable against Parent and the Sellers in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which Parent or the Sellers is a party upon being duly and validly executed by Parent or the Sellers shall constitute a legally valid and binding obligation of Parent and the Sellers, enforceable against Parent and the Sellers in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. PubCo has The PEARL Parties have all requisite corporate power and authority to execute, deliver and perform this Agreement and all of the other documents to be delivered pursuant to the terms of this Agreement (ithe "Ancillary Agreements") execute to which it is a party and deliver to consummate the transactions described in this Agreement and the documents contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderAncillary Agreements. The execution execution, delivery and delivery performance by the PEARL Parties of this Agreement and the other documents Ancillary Agreements to which PubCo it is a party contemplated hereby and the consummation by the PEARL Parties of the transactions contemplated hereby described in this Agreement and thereby the Ancillary Agreements have been (i) or will be, prior to the Closing Date, duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding all necessary corporate action on the part of PubCo is PEARL (assuming due authorization, execution and delivery by each other party thereto), and no other company actions or proceedings on the part of any PEARL Group Member are necessary to authorize the execution, delivery and performance by the PEARL Parties of this Agreement and the other documents Ancillary Agreements to which PubCo it is a party contemplated herebyor the transactions described in this Agreement and the Ancillary Agreements. This Each of ▇▇▇▇▇▇▇▇▇▇, Good and ▇▇▇▇▇▇▇ have all requisite legal capacity to execute, deliver and perform this Agreement has been, and at or prior to each Call Option Closing Date, the other documents Ancillary Agreements to which PubCo is they are a party contemplated hereby will be, and to consummate the transactions described in this Agreement and the Ancillary Agreements. Each of the PEARL Parties has duly and validly executed and delivered by PubCo, this Agreement and this has duly and validly executed and delivered the Ancillary Agreements to which it is a party. This Agreement constitutes, and at or prior to each Call Option Closing Date, upon execution and delivery of (assuming due execution and delivery thereof by all other Parties thereto) the other documents Ancillary Agreements to which PubCo each of the PEARL Parties is a party contemplated hereby will shall constitute, a legal, valid and binding obligation obligations of PubCoeach of the PEARL Parties, enforceable against PubCo each of them in accordance with their respective terms, subject to except as may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws that affect creditors' rights generally; or (currently in effect or enacted following the date hereofb) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, including legal or equitable limitations on the availability of specific remedies.

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

Due Authorization. PubCo has all requisite corporate power (a) The execution and authority to (i) execute and deliver delivery by Empire of this Agreement and each of the documents contemplated herebyother Transaction Documents to which it is a party, the performance by it of all the terms and (ii) consummate the transactions contemplated hereby conditions hereof and thereby and perform all obligations thereof to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by all necessary corporate proceedings on the board part of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCoEmpire. No other company corporate proceeding on the part of PubCo Empire is necessary to authorize approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other documents Transaction Documents to which PubCo Empire is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, have been duly and validly executed by Empire and delivered by PubCo, and this Agreement constitutes, and at or prior to each Call Option Closing Date, constitute the other documents to which PubCo is a party contemplated hereby will constitute, a legal, valid and binding obligation obligations of PubCo, Empire enforceable against PubCo Empire in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws (currently in effect or enacted following the date hereof) laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) The execution and delivery by Ma▇▇▇▇▇▇ ▇f this Agreement and each of the other Transaction Documents to which it is a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary corporate proceedings on the part of Ma▇▇▇▇▇▇. No other corporate proceeding on the part of Ma▇▇▇▇▇▇ ▇s necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transaction contemplated hereby and thereby. This Agreement and the other Transaction Documents to which Ma▇▇▇▇▇▇ ▇s a party have been duly and validly executed by Ma▇▇▇▇▇▇ ▇nd constitute the legal, valid and binding obligations of Ma▇▇▇▇▇▇ ▇nforceable against Ma▇▇▇▇▇▇ ▇n accordance with their respective terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors' rights and general principles of equity.

Due Authorization. PubCo (a) Each of Acquiror and Merger Sub has all requisite corporate or entity power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each Ancillary Document to this Agreement to which it is a party and (iisubject to the approvals described in Section 5.7) (in the case of Acquiror), upon receipt of the Acquiror Stockholder Approval and effectiveness of the PubCo Charter, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery, and delivery performance of this Agreement and the other documents to which PubCo is a party contemplated hereby such Ancillary Documents by each of Acquiror and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been (i) duly duly, validly, and validly unanimously authorized and approved by the board of directors of PubCo all requisite action and (ii) determined by in the board case of directors of PubCo as advisable to PubCo and its shareholders and recommended Acquiror), except for approval by PubCo. No the Acquiror Stockholder Approval, no other company corporate or equivalent proceeding on the part of PubCo Acquiror or Merger Sub is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyor such Ancillary Documents or Acquiror’s or ▇▇▇▇▇▇ Sub’s performance hereunder or thereunder. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such Ancillary Document will be, duly and validly executed and delivered by PubCoeach of Acquiror and Merger Sub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such Ancillary Document will constitute, a legal, valid and binding obligation of PubCoeach of Acquiror and Merger Sub, enforceable against PubCo each of Acquiror and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The affirmative vote of a majority of the votes cast at the Special Meeting, by the holders of the Acquiror Common Stock present in person or represented by proxy and entitled to vote thereon, is required to approve: (i) the Transaction Proposal, (ii) the Stock Issuance Proposal, (iii) the Amendment Proposal, and (iv) the Acquiror Incentive Plan Proposal, in each case, assuming a quorum is present (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Acquiror Stockholder Approval”). The Acquiror Stockholder Approval is the only vote of any of Acquiror’s capital stock necessary in connection with the entry into this Agreement by Acquiror, and the consummation of the transactions contemplated hereby (including the Closing). (c) The Acquiror Board has duly adopted resolutions: (i) determining that this Agreement and the transactions contemplated hereby and thereby (including the approval of the PubCo Charter) are fair to, advisable, and in the best interests of Acquiror and its stockholders; (ii) determining that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approving the transactions contemplated by this Agreement as a Business Combination; (iv) approving this Agreement and the transactions contemplated hereby and thereby (including the PubCo Charter), the execution and delivery by Acquiror of this Agreement, and Acquiror’s performance of its obligations under this Agreement, and consummation of the transactions contemplated hereby and thereby, and (v) resolving to recommend to the stockholders of Acquiror approval of each of the matters requiring Acquiror Stockholder approval. The Board of Directors of Merger Sub has duly adopted resolutions (i) approving this Agreement and the transactions contemplated hereby, the execution and delivery by Merger Sub of this Agreement and Merger Sub’s performance of its obligations under this Agreement, and consummation of the transactions contemplated hereby, (ii) declaring this Agreement and the merger to be advisable and in the best interests of Merger Sub and its sole stockholder, and (iii) recommending that Acquiror approve and adopt this Agreement and the Merger in its capacity as the sole stockholder of Merger Sub.

Due Authorization. PubCo (a) The Company has all requisite corporate right, power and authority to enter into this Agreement and to consummate the transactions contemplated hereby. The (a) execution and delivery by the Company of this Agreement, (b) issuance, sale and delivery of the Shares by the Company and (c) compliance by the Company with each of the provisions of this Agreement (i) are within the corporate power and authority to (i) execute and deliver this Agreement and of the documents contemplated hereby, Company and (ii) consummate the transactions contemplated hereby and thereby and perform have been duly authorized by all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby and the consummation requisite corporate action of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyCompany. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCothe Company, and (assuming this Agreement constitutes, constitutes a valid and at or prior to each Call Option Closing Date, binding obligation of the other documents to which PubCo is a party contemplated hereby will constitute, Investors) this Agreement constitutes a legal, valid and binding obligation agreement of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws (currently in effect or enacted following affecting the date hereof) affecting enforcement of creditors’ ' rights generally and subject, as to enforceability, to limitations imposed by general principles of equity. (b) The Shares have been duly authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the Shares will be validly issued, fully paid and nonassessable, free and clear of all Liens, and the issuance thereof will not be subject to any preemptive rights, right of first refusal or similar right. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law (the "DGCL"), the rules of the New York Stock Exchange (the "NYSE") or the consent of any other party will be required for the issuance of the Shares, other than the approval of the NYSE of the listing of such shares of Common Stock on the NYSE. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares.

Due Authorization. PubCo Tempo has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each Transaction Agreement to which it is a party and (iisubject to the approvals described in Section 5.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the other documents to which PubCo is a party contemplated hereby such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors directors, managing member or equivalent governing body of PubCo and (ii) determined by Tempo, and, other than the board approval of directors the members of PubCo as advisable Tempo pursuant to PubCo and its shareholders and recommended for approval by PubCo. No the Tempo Written Consents, no other company organizational or equivalent proceeding on the part of PubCo Tempo or any of its members or equityholders is necessary to authorize authorize, approve or adopt this Agreement and or such Transaction Agreements or to consummate the other documents to which PubCo is a party transactions contemplated herebyhereby or thereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by PubCoTempo and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such Transaction Agreement will constitute, a legal, valid and binding obligation of PubCoTempo, enforceable against PubCo Tempo in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect affecting or enacted following the date hereof) affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

Due Authorization. PubCo The Company has all requisite right, corporate power and authority to (i) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other documents Transaction Documents to which PubCo it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party contemplated hereby (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company, and (b) have been (i) duly and validly authorized and approved by all requisite corporate action of the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyCompany. This Agreement has been, and at or prior to each Call Option Closing Date, of the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby when executed and delivered by the Company will be, duly and validly executed and delivered by PubCothe Company, and this Agreement constitutes, and at or prior to each Call Option Closing Date, of such other Transaction Documents when executed and delivered by the other documents to which PubCo is a party contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of PubCo, the Company enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws (currently in effect or enacted following laws affecting the date hereof) affecting enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. The Shares have been validly reserved for issuance, and upon issuance, will be duly authorized and validly issued and outstanding, fully paid, and nonassessable. The Company has taken all action necessary to waive, and by its execution hereof does hereby waive, the provisions of Section 4.16 of the 1999 Stock Purchase Agreement to the extent necessary to permit the Purchasers to consummate the transactions contemplated by this Agreement and the other Transaction Documents. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series G Preferred Stock and the Series H Preferred Stock will be as set forth in the Certificate of Designation for the Series G Preferred Stock and the Certificate of Designation for the Series H Preferred Stock (the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The Preferred Shares issued to the Purchasers in accordance with the terms of the Certificates of Designation, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable free and clear of any Encumbrances and not subject to the preemptive or other similar rights of any stockholders of the Company.

Due Authorization. PubCo has all requisite corporate power (a) The General Partner represents and authority to warrants ----------------- that (i) execute the execution, delivery and deliver performance of this Agreement by the General Partner, the Controlling Partnership and the Company (and the consummation by each such entity of the transactions contemplated hereby) have been duly and validly authorized by all requisite actions on the part of the General Partner and such other entities, none of which actions have been modified or rescinded, and all of which actions are in full force and effect and (ii) this Agreement and the documents contemplated herebyOriginal Agreement, as amended and affected by the First Amendment, and as further amended and affected by this Agreement, each constitutes a valid and binding obligation of the General Partner, the Controlling Partnership and the Company, enforceable against each such entity in accordance with its terms. (iib) consummate CCRI represents and warrants that (i) the transactions contemplated hereby execution, delivery and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery performance of this Agreement and the other documents to which PubCo is a party contemplated hereby by CCRI and the consummation by CCRI of the transactions contemplated hereby and thereby have been (i) duly and validly authorized by all requisite limited liability company actions on the part of CCRI, none of which actions have been modified or rescinded, and approved by the board all of directors of PubCo which actions are in full force and effect and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is constitutes a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCoCCRI, enforceable against PubCo CCRI in accordance with their respective its terms. (c) Desert Springs represents and warrants that (i) the execution, subject to applicable bankruptcydelivery and performance of this Agreement by Desert Springs and the consummation by Desert Springs of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate actions on the part of Desert Springs, insolvencynone of which actions have been modified or rescinded, fraudulent conveyanceand all of which actions are in full force and effect and (ii) this Agreement constitutes a valid and binding obligation of Desert Springs, reorganizationenforceable against Desert Springs in accordance with its terms. (d) Crestline represents and warrants that (i) the execution, moratorium delivery and similar Laws performance of this Agreement by Crestline and the consummation by Crestline of the transactions contemplated hereby have been duly and validly authorized by all requisite corporate actions on the part of Crestline, none of which actions have been modified or rescinded, and all of which actions are in full force and effect and (currently ii) this Agreement constitutes a valid and binding obligation of Crestline, enforceable against Crestline in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityaccordance with its terms.

Due Authorization. Each of the Company, PubCo and Merger Sub has all requisite corporate power and authority to to: (ia) execute execute, deliver and deliver perform this Agreement and the documents contemplated hereby, other Transaction Agreements to which it is a party; and (iib) carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby by the Transaction Agreements to which it is a party (including, if and thereby as applicable, the Merger and perform all obligations the Share Exchange), in each case, subject to be performed by it hereunder the consents, approvals, authorizations and thereunderother requirements described in Section 4.5. The execution and delivery by each of the Company, PubCo and Merger Sub of this Agreement and the other documents Transaction Agreements to which PubCo it is a party contemplated hereby and the consummation by it of the transactions contemplated hereby and thereby Transactions have been (ior, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized and approved by all requisite actions, including approval by the respective board of directors of the Company, PubCo and (ii) determined Merger Sub and the Merger Sub Stockholder Approval, as required by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No Applicable Law, no other company corporate proceeding on the part of the Company, PubCo or Merger Sub is necessary to authorize this Agreement. This Agreement and the other documents Transaction Agreements to which PubCo it is a party contemplated hereby. This Agreement has beenhave been (or, and for the Transaction Agreements to be executed at or prior to each Call Option Closing DateClosing, the other documents to which PubCo is a party contemplated hereby will be, ) duly and validly executed and delivered by PubCothe each of the Company, PubCo and Merger Sub and (assuming this Agreement constitutesand such other Transaction Agreements constitute (or, and for the Transaction Agreements to be executed at or prior to each Call Option Closing DateClosing, the other documents to which PubCo is a party contemplated hereby will constitute, ) a legal, valid and binding obligation of PubCothe other Parties hereto and thereto) constitute (or, for the Transaction Agreements to be executed at Closing, will constitute) the legal, valid and binding obligation of each of the Company, PubCo and Merger Sub (as applicable) enforceable against the Company, PubCo and Merger Sub (as applicable) in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether considered in a proceeding at law or in equity) (collectively, the “Remedies Exception”).

Due Authorization. PubCo Each of the Company, Merger Sub and Merger Sub II has all the requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each other Transaction Agreement to which it is or will be a party and (iisubject to the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the such other documents to which PubCo is a party contemplated hereby Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo the Company, Merger Sub and (ii) determined by Merger Sub II, and other than the board of directors of PubCo as advisable to PubCo consents, approvals, authorizations and its shareholders other requirements described in Section 4.04 or Section 4.05 and recommended for approval by PubCo. No the Company Shareholder Approval, no other company corporate proceeding on the part of PubCo the Company, Merger Sub or Merger Sub II is necessary to authorize this Agreement and or any other Transaction Agreements or the other documents to which PubCo is a party contemplated herebyCompany’s, Merger Sub’s or Merger Sub II’s performance hereunder or thereunder. This Agreement has been, and at each such other Transaction Agreement (when executed and delivered by the Company, Merger Sub or prior to each Call Option Closing DateMerger Sub II, the other documents to which PubCo is a party contemplated hereby as applicable) will be, duly and validly executed and delivered by PubCothe Company, Merger Sub or Merger Sub II, as applicable, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to each Call Option Closing Date, the such other documents to which PubCo is a party contemplated hereby Transaction Agreement will constitute, a legal, valid and binding obligation of PubCothe Company, Merger Sub or Merger Sub II, as applicable, enforceable against PubCo the Company, Merger Sub or Merger Sub II, as applicable, in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect affecting or enacted following the date hereof) affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

Due Authorization. PubCo has all Subject to any required approvals of the Bankruptcy Court, the Company shall have the requisite corporate power and authority to (i) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (ii) shall have the requisite corporate power and authority to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other documents Transaction Documents to which PubCo it is a party, the issuance, sale and delivery of the Preferred Shares, the Warrants and the Commitment Shares by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party contemplated hereby (including the reservation and issuance of the New Common Stock issuable upon conversion of the Series A Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the New Common Stock issuable upon exercise of the Warrants (the "Warrant Shares), and the consummation by the Company of the transactions contemplated hereby and thereby have been thereby) (i) duly are within the corporate power and validly authorized and approved by authority of the board of directors of PubCo Company and (ii) determined upon confirmation of the Plan, shall have been duly authorized by all necessary corporate action of the board Company. Subject to any required approvals of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize Bankruptcy Court, this Agreement and the other documents to which PubCo is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, of the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby will when executed and delivered by the Company shall be, duly and validly executed and delivered by PubCothe Company. Assuming due authorization, execution and delivery by each Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and at or prior to each Call Option Closing Date, of such other Transaction Documents when executed and delivered by the other documents to which PubCo is a party contemplated hereby will Company shall constitute, a legal, valid and binding obligation agreement of PubCo, the Company enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws (currently in effect or enacted following laws affecting the date hereof) affecting enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. The terms, designations, powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions of the Series A Preferred Stock shall be as set forth in the Preferred Stock Certificate of Designation. After giving effect to the Reorganization, (x) the Preferred Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company, (y) the Conversion Shares and the Warrant Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of the Preferred Stock Certificate of Designation and the Warrant Agreement, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company and (z) the Commitment Shares, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company.

Due Authorization. PubCo The Company has all requisite the corporate power and authority to (i) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other documents Transaction Documents to which PubCo it is a party, the issuance and delivery of the Securities by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party contemplated hereby (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company, and (b) have been (i) duly and validly authorized and approved by all necessary corporate action of the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyCompany. This Agreement has been, and at or prior to each Call Option Closing Date, of the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby when executed and delivered by the Company will be, duly and validly executed and delivered by PubCothe Company, and this Agreement constitutes, and at or prior to each Call Option Closing Date, of such other Transaction Documents when executed and delivered by the other documents to which PubCo is a party contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of PubCo, the Company enforceable against PubCo the Company in accordance with their respective terms, subject to applicable its terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws (currently in effect or enacted following laws affecting the date hereof) affecting enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. Prior to the Closing, the Conversion Shares will be validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Preferred Stock will be as set forth in the Certificate of Designation for the Series B Preferred Stock (the "Certificate of Designation"), the form of which is attached to this Agreement as Exhibit 2.2A. The terms of the Warrants will be set forth in a Warrant, the form of which is attached to this Agreement as Exhibit 2.

Due Authorization. PubCo (a) The Company has all requisite corporate limited liability company power and authority to (i) execute and deliver this Agreement and the documents contemplated herebyeach Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (iisubject to the approvals described in ‎Section 5.05) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other documents each Ancillary Agreement to which PubCo it is a party contemplated hereby party, and the consummation of the transactions contemplated hereby and thereby thereby, have been (i) duly and validly authorized and approved by the board Company Board and, except for the approval of directors this Agreement by Company Voting Members holding more than sixty-six percent (66%) of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No outstanding Class A Units no other limited liability company proceeding action on the part of PubCo the Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is (or will be) a party, the performance by the Company of its obligations hereunder and thereunder and the other documents to which PubCo is a party consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCothe Company and, and assuming this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCothe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party, when executed and delivered by the Company, will be duly and validly executed and delivered by the Company, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in effect or enacted following the date hereof) accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the Merger and the transactions contemplated by this Agreement, (ii) determined that this Agreement, the Merger and the transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Holders, (iii) directed that the adoption of this Agreement be submitted for Company Voting Member Approval and (iv) resolved to recommend that the Company Voting Members approve this Agreement, the Merger and the transactions contemplated by this Agreement.

Due Authorization. PubCo The Company has all the requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each other Transaction Agreement to which it is or will be a party and (iisubject to the approvals described in Section III.4) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the such other documents to which PubCo is a party contemplated hereby Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo the Company, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and or any other Transaction Agreements or the Company’s performance hereunder or thereunder, other documents to which PubCo is a party contemplated herebythan the Company Stockholder Approval. This Agreement has been, and at or prior to each Call Option Closing Date, the such other documents Transaction Agreement to which PubCo the Company is a party contemplated hereby (when executed and delivered by the Company) will be, duly and validly executed and delivered by PubCothe Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to each Call Option Closing Date, the such other documents to which PubCo is a party contemplated hereby Transaction Agreement will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to (x) obtaining the Company Stockholder Approval and (y) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect affecting or enacted following the date hereof) affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). The minute books of each Company Entity contains true, complete and accurate records of all meetings and consents in lieu of meetings of such Person’s board of directors (and any committees thereof), similar governing bodies and holders of Equity Securities. Copies of such records of each of the Company Entities have been heretofore made available to the Company or its counsel.

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

Due Authorization. PubCo (a) Other than the Company Equityholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, Ancillary Agreements to which it is a party and (iisubject to the approvals described in Section 4.4) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents Ancillary Agreements to which PubCo the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board Board of directors Directors of PubCo the Company, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company or corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and the other documents Ancillary Agreements to which PubCo the Company is a party contemplated herebyother than the Company Equityholder Approval. This Agreement has been, and at on or prior to each Call Option the Closing Dateand upon execution by the Company, the other documents Ancillary Agreements to which PubCo the Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCothe Company, and this Agreement constitutes, assuming the due authorization, execution and at delivery by the other parties hereto, and on or prior to each Call Option Closing Datethe Closing, the other documents Ancillary Agreements to which PubCo the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the Ancillary Agreements to which the Company is a party and the transactions contemplated hereby and thereby. The Company Support Agreement has been duly and validly executed and delivered by the Company, and represents the legal, valid and binding obligations of the Company. The Requisite Company Equityholders hold at least a majority of the outstanding shares of Company Common Stock entitled to vote. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the Ancillary Agreements to which the Company is a party or to approve the Merger other than the Company Equityholder Approval. The Company Equityholder Approval will be duly and validly obtained in accordance with applicable Law (including the WBCA) and the Governing Documents of the Company.

Due Authorization. PubCo (a) Seller has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated herebyAgreement, and (ii) all other agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by Seller of this Agreement Agreement, and the other documents to which PubCo is a party contemplated hereby hereby, the performance by Seller of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding all necessary corporate action on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebySeller. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCo, Seller and this Agreement constitutesis, and at or prior to each Call Option Closing Date, the other documents agreement contemplated hereby to which PubCo Seller is a party contemplated hereby will constitutebe, upon execution and delivery thereof by Seller, a legal, valid and binding obligation of PubCoSeller, enforceable against PubCo it in accordance with its terms (except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency or other laws affecting creditors' rights generally or by general principles of equity, regardless of whether such enforceability is considered in equity or at law). (b) Seller has complete and unrestricted power and the unqualified right to sell, convey, assign, transfer and deliver the Assets to Purchaser (subject to any consents or waivers of third parties required in connection with such sale, conveyance, assignment, transfer and delivery of the Assets or any part thereof, all of which consent(s) or waiver(s) have been duly obtained by Seller, or have not been duly obtained and are set forth in Schedule 5.3), and the instruments of transfer, conveyance and assignment to be executed and delivered by Seller to Purchaser at the Closing will be, upon execution and delivery thereof, valid and binding obligations of Seller, enforceable in accordance with their respective terms, subject sufficient for purposes of recordation and filing where permitted by law, sufficient to applicable bankruptcytransfer, insolvencyconvey and assign to Purchaser all right, fraudulent conveyancetitle and interest of Seller in and to the Assets, reorganizationand, moratorium except for the permits and similar Laws (registrations set forth in Schedule 5.3, sufficient to vest in Purchaser the full right, power and authority to conduct the Business as currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityconducted.

Due Authorization. PubCo (a) Subject to receipt of the Company Shareholder Approval, each of the Company and Merger Sub has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (iisubject to the approvals described in Section 4.05) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a the Company and/or Merger Sub are party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board respective boards of directors of PubCo the Company and (ii) determined Merger Sub and by the board Company as the sole stockholder of directors of PubCo as advisable to PubCo Merger Sub, and its shareholders and recommended for approval by PubCo. No no other company or corporate proceeding on the part of PubCo the Company or Merger Sub is necessary to authorize this Agreement and the other documents to which PubCo is a the Company and/or Merger Sub are party contemplated herebyhereby other than the Company Shareholder Approvals. This Agreement has been, and at on or prior to each Call Option Closing Datethe Closing, the other documents contemplated hereby to which PubCo is a the Company and/or Merger Sub are party contemplated hereby will be, duly and validly executed and delivered by PubCothe Company and/or Merger Sub, as applicable, and this Agreement constitutes, assuming the due authorization, execution and at delivery by the other parties hereto, and on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo the Company and/or Merger Sub is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of PubCothe Company and/or Merger Sub, as applicable, enforceable against PubCo the Company and/or Merger Sub, as applicable, in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions unanimously (i) determining that this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, the Company and the Company’s shareholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, the Ancillary Agreements to which it is a party and the transactions contemplated hereby and thereby (including the Merger). On or prior to the date of this Agreement, the Board of Directors of Merger Sub has duly adopted resolutions unanimously (i) determining that this Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, Merger Sub and Merger Sub’s stockholders and (ii) authorizing and approving the execution, delivery and performance by Merger Sub of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger). Certified copies of the resolutions described in this Section 4.03(b) will be provided to SPAC upon SPAC’s request. No other corporate action is required on the part of the Company or Merger Sub or any of their respective stockholders to enter into this Agreement or the documents to which the Company and/or Merger Sub are party contemplated hereby or to approve the Merger other than the Company Shareholder Approvals.

Due Authorization. PubCo Each of the Selling Parties has all requisite corporate power and authority to (i) execute execute, deliver and deliver perform this Agreement and the documents contemplated hereby, Ancillary Agreements to which it is a party and (ii) to consummate the transactions contemplated hereby described in this Agreement and thereby the Ancillary Agreements. For purposes of this Agreement, “Ancillary Agreements” shall mean the Assignment and perform Assumption Agreement, the B▇▇▇ of Sale, the General Warranty Deeds, the Escrow Agreement and all obligations other documents to be performed delivered pursuant to the terms of this Agreement or the terms of any of the aforementioned agreements. Except for approval by it hereunder the stockholders of Maxco (the “Stockholder Approval”), the execution, delivery and thereunder. The execution and delivery performance by each of the Selling Parties of this Agreement and the other documents Ancillary Agreements to which PubCo it is a party contemplated hereby and the consummation by each of the Selling Parties of the transactions contemplated hereby described in this Agreement and thereby the Ancillary Agreements have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding all necessary corporate action on the part of PubCo is the Selling Parties and no other corporate actions or proceedings on the part of any Selling Party are necessary to authorize the execution, delivery and performance by each of the Selling Parties of this Agreement and the other documents Ancillary Agreements to which PubCo it is a party contemplated herebyor the transactions described in this Agreement and the Ancillary Agreements. This Agreement Each of the Selling Parties has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, this Agreement and this has duly and validly executed and delivered (or before or at the Closing shall duly and validly execute and deliver) the Ancillary Agreements to which it is a party. This Agreement constitutes, and at or prior to each Call Option Closing Dateupon execution and delivery (assuming due execution and delivery by all other applicable Parties), the other documents Ancillary Agreements to which PubCo each Selling Party is a party contemplated hereby will shall constitute, a legal, valid and binding obligation obligations of PubCothat Selling Party, enforceable against PubCo it in accordance with their respective terms, subject to except as may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws (currently in effect or enacted following the date hereof) affecting that affect creditors’ rights generally and subject, as to enforceability, to general generally; or (b) principles of equity, including legal or equitable limitations on the availability of specific remedies.

Due Authorization. PubCo Each of Acquiror and Merger Sub has all requisite corporate limited liability company power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby consummation by Acquiror and the consummation ▇▇▇▇▇▇ Sub of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the board sole member of directors each of PubCo Acquiror and (ii) determined by the board of directors of PubCo as advisable to PubCo Merger Sub, and its shareholders and recommended for approval by PubCo. No no other company proceeding on the part of PubCo Acquiror or Merger Sub is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyAgreement. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly authorized, executed and delivered by PubCoeach of Acquiror and Merger Sub and, assuming the due and valid authorization, execution and delivery of this Agreement constitutes, and at or prior to each Call Option Closing Date, by the other documents to which PubCo is a party contemplated hereby will constituteparties hereto, this Agreement constitutes a legal, valid and binding obligation of PubCoeach of Acquiror and Merger Sub, enforceable against PubCo Acquiror and Merger Sub, as applicable, in accordance with their respective its terms, subject to applicable bankruptcythe Remedies Exception. Each of the Ancillary Documents or other agreements related to this Agreement to which Acquiror and Merger Sub is or will be a party has been or will be duly and validly authorized, insolvency, fraudulent conveyance, reorganization, moratorium executed and similar Laws (currently in effect delivered by Acquiror or enacted following the date hereof) affecting creditors’ rights generally and subjectMerger Sub, as applicable, and assuming the due and valid authorization, execution and delivery of each such agreement by the other parties thereto, constitutes or will constitute a legal, valid and binding obligation of Acquiror or Merger Sub, as applicable, enforceable against the Acquiror or Merger Sub, as applicable, in accordance with its terms, subject to enforceability, to general principles of equitythe Remedies Exception.

Due Authorization. PubCo Such SIM Seller has all requisite corporate power and authority (or, if an individual, the legal capacity) to (i) execute and deliver this Agreement and the documents contemplated hereby, Ancillary Agreements to which it is or will be a party and (ii) to consummate the transactions contemplated hereby Transactions and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents Ancillary Agreements to which PubCo such SIM Seller is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) or will be, upon execution thereof, as applicable, duly and validly authorized and approved by the board of directors of PubCo all requisite action by such SIM Seller, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding on the part of PubCo such SIM Seller is necessary to authorize the entry into this Agreement and by such SIM Seller or the other documents entry into the Ancillary Agreements to which PubCo such SIM Seller is or will be a party or the transactions contemplated herebyhereby or thereby. This Agreement has been, and at or prior to upon its execution and delivery, each Call Option Closing Date, of the other documents Ancillary Agreements to which PubCo such SIM Seller is or will be a party contemplated hereby will be, duly and validly executed and delivered by PubCosuch SIM Seller and, and assuming due execution by the other parties hereto or thereto, this Agreement constitutes, and at or prior to upon its execution and delivery, each Call Option Closing Date, of the other documents Ancillary Agreements to which PubCo such SIM Seller is or will be a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCosuch SIM Seller, enforceable against PubCo such SIM Seller in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. PubCo (a) The Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each ancillary agreement to this Agreement to which it is a party and (iisubject to the approvals described in Section 4.05 and the adoption of this Agreement by (a) holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (on an “as converted basis”) voting together as a single class and (b) holders of 60% of the outstanding shares of Company Preferred Stock voting together as a single class (on an “as converted basis”) (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and such ancillary agreements by the other documents to which PubCo is a party contemplated hereby Company and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board Company Board and upon receipt of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No Company Requisite Approval, no other company corporate or equivalent proceeding on the part of PubCo the Company is necessary to authorize this Agreement and or such ancillary agreements or the other documents to which PubCo is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby such ancillary agreement will be, duly and validly executed and delivered by PubCothe Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required in connection with the adoption of this Agreement and the consummation of the Transactions, including the Closing. (b) At a meeting duly called and held on or prior to the date hereof, the members of the Company Board (with one member abstaining) unanimously: (i) determined that this Agreement and the Transactions are fair to, advisable and in the best interests of the Company and the Company Stockholders; (ii) approved the Transactions; (iii) directed that this Agreement be submitted to a vote or written action of the Company Stockholders; and (iv) recommended to the Company Stockholders approval of each of the matters requiring the Company Requisite Approval.

Due Authorization. PubCo The Company has all requisite corporate limited liability company power and authority to (i) execute and deliver this Agreement and the documents contemplated herebyeach Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (iisubject to the approvals described in ‎Section 5.05) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other documents each Ancillary Agreement to which PubCo it is a party contemplated hereby party, and the consummation of the transactions contemplated hereby and thereby thereby, have been (i) duly and validly authorized and approved by the board Company Board and, except for the approval of directors this Agreement by Company Members holding at least (i) a majority of PubCo and the Company Membership Units voting as a single class, (ii) determined by a majority of the board Class B1 Units and Class B2 Units, voting together as a separate class, and (iii) a majority of directors of PubCo the Class A1 Units, Class A2 Units and Class B1 Units, voting together as advisable to PubCo and its shareholders and recommended for approval by PubCo. No a separate class, no other limited liability company proceeding action on the part of PubCo the Company, any of its Subsidiaries or any holders of Equity Securities of the Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is (or will be) a party, the performance by the Company of its obligations hereunder and thereunder and the other documents to which PubCo is a party consummation of the transactions contemplated herebyhereby and thereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCothe Company and, and assuming this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCothe other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party, when executed and delivered by the Company, will be duly and validly executed and delivered by the Company, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in effect or enacted following the date hereof) accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. PubCo (a) Other than the approvals required at the Court Meeting and the General Meeting, the Company has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (iisubject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo Company Board, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company or corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and the other documents to which PubCo the Company is a party contemplated hereby. This Agreement has been, and at on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo the Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, the Company and this Agreement constitutes, and at on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and Company Shareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of the Company Shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Exchange or Merger other than the approvals required at the Court Meeting and the General Meeting.

Due Authorization. PubCo The Company has all the requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, each other Transaction Agreement to which it is or will be a party and (iisubject to the approvals described in Section 3.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the such other documents to which PubCo is a party contemplated hereby Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo the Company, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and or any other Transaction Agreements or the Company’s performance hereunder or thereunder, other documents to which PubCo is a party contemplated herebythan the Company Stockholder Approval. This Agreement has been, and at or prior to each Call Option Closing Date, the such other documents Transaction Agreement to which PubCo the Company is a party contemplated hereby (when executed and delivered by the Company) will be, duly and validly executed and delivered by PubCothe Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to each Call Option Closing Date, the such other documents to which PubCo is a party contemplated hereby Transaction Agreement will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to (x) obtaining the Company Stockholder Approval and (y) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect affecting or enacted following the date hereof) affecting relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). The minute books of each of the Company and its Subsidiaries contain true, complete and accurate records of all meetings and consents in lieu of meetings of such Person’s board of directors (and any committees thereof), similar governing bodies and holders of Equity Securities. Copies of such records of each of the Company and its Subsidiaries have been heretofore made available to the Company or its counsel.

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

Due Authorization. PubCo (a) Each of Acquiror and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (iA) duly and validly authorized and approved by each of the board Boards of directors Directors of PubCo Acquiror and Merger Sub, (iiB) determined by each of the board Boards of directors Directors of PubCo Acquiror and Merger Sub as advisable to PubCo Acquiror and its shareholders the Acquiror Shareholders and the sole shareholder of Merger Sub, as applicable, and recommended for approval by PubCothe Acquiror Shareholders and the sole shareholder of Merger Sub, as applicable, and (C) duly and validly authorized and approved by Acquiror as the sole shareholder of Merger Sub. No other company proceeding on the part of PubCo Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other documents to which PubCo is a party contemplated herebythan the Acquiror Shareholder Approval). This Agreement has been, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCoeach of Acquiror and Merger Sub, and this Agreement constitutes, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCoeach of Acquiror and Merger Sub, enforceable against PubCo Acquiror and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present: (i) each of those Transaction Proposals identified in clauses (A), (B) and (C) of Section 8.2(b)(ii)(x) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Common Shares entitled to vote, who attend and vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose; (ii) each of those Transaction Proposals identified in clauses (D), (E), (F), (G), (H), (I) and (J) of Section 8.2(b)(ii)(x), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Common Shares entitled to vote, who attend and vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose; (c) The foregoing votes are the only votes of any of Acquiror’s share capital necessary in connection with entry into this Agreement by Acquiror and Merger Sub and the consummation of the transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the Board of Directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. PubCo (a) The Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents each Ancillary Agreement to which it is, or is contemplated herebyto be, a party and (iisubject to receipt of the Company Stockholder Approval and the Governmental Authorizations described in clauses (a) and (b) of Section 5.5) to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and the other documents each Ancillary Agreement to which PubCo the Company is, or is contemplated to be, a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyCompany Board. This Agreement has been, and at or prior to each Call Option Closing Date, of the other documents Ancillary Agreements to which PubCo the Company is, or is contemplated to be, a party contemplated hereby has been or will be, as applicable, duly and validly executed and delivered by PubCothe Company, and this Agreement constitutes, and at each Ancillary Agreement to which the Company is, or is contemplated to be, a party constitutes or, upon execution prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby as applicable, will constitute, a legal, valid and binding obligation of PubCothe Company (assuming, in each case, the due and valid execution and delivery by each of the other parties thereto), enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Company Securityholder Support Agreements have been executed and delivered to Acquiror by the Requisite Company Stockholders. (b) Prior to the Company’s execution and delivery of this Agreement, the Company Board has taken the Company Board Actions, and, as of the date of this Agreement, none of the Company Board Actions has been rescinded, withdrawn or modified. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the Ancillary Agreements to which the Company is, or is contemplated to be, a party or to approve the Merger, the Company Conversion or other transactions contemplated hereby, except for the Company Stockholder Approval. (c) The affirmative votes or written consents of (i) Persons holding more than 50% (on an as-converted basis) of the voting power of the Company Stockholders, (ii) Persons holding more than 50% of outstanding shares of Company Series A Preferred Stock voting as a separate class and (iii) the Requisite Convertible Notes Holders (other than such holders that have executed Existing Note Conversions) (the “Company Stockholder Approval”) are the only votes or consents of any of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby (including the Company Conversion). (d) To the knowledge of the Company, the Warrantholder Exercises received as of the date hereof constitute the binding agreement of each holder of Company Warrants to exercise such holder’s Company Warrants in whole prior to the Merger Effective Time in accordance with the terms of Section 4.4. (e) To the knowledge of the Company, the Noteholder Conversions received as of the date hereof constitute the binding agreement of the Requisite Convertible Notes Holders to convert the aggregate outstanding amounts under such holders’ respective Company Convertible Notes, including all outstanding principal and interest accrued thereof, into shares of Company Common Stock prior to the Merger Effective Time in accordance with the terms of Section 4.5 (except, to the extent agreed by the Parties, as provided in the Noteholder Conversions).

Due Authorization. PubCo (a) Each of Acquiror, First Merger Sub and Second Merger Sub has all requisite corporate and company power and authority authority, as applicable, to (i) execute and deliver this Agreement and the documents contemplated hereby, ; and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board Board of directors Directors of PubCo Acquiror and by Acquiror as the sole shareholder or sole member, as applicable, of First Merger Sub and Second Merger Sub; and (ii) determined by the board Board of directors Directors of PubCo Acquiror as advisable to PubCo Acquiror and its shareholders the Acquiror Stockholders and recommended for approval by PubCothe Acquiror Stockholders. No other company proceeding on the part of PubCo Acquiror or Merger Subs is necessary to authorize this Agreement and the documents contemplated hereby (other documents to which PubCo is a party contemplated herebythan the Acquiror Stockholder Approval). This Agreement has been, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCoeach of Acquiror, First Merger Sub and Second Merger Sub, and this Agreement constitutes, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCoeach of Acquiror, First Merger Sub and Second Merger Sub, enforceable against PubCo Acquiror and Merger Subs in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present: (i) The Transaction Proposal identified in clause (A) of Section 8.2(b) shall require approval by the affirmative vote of the holders of (i) at least a majority of the outstanding shares of Acquiror Class B Common Stock, and (ii) at least a majority of the outstanding Acquiror Common Stock entitled to vote thereon, voting as a single class, at a stockholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose; and (ii) each of those Transaction Proposals identified in clauses (B), (C), (D), and if necessary, (G), of Section 8.2(b), in each case, shall require approval by an affirmative vote of at least a majority of the outstanding Acquiror Common Shares, entitled to vote, who attend and vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a stockholders’ meeting duly called by the Board of Directors of Acquiror and held for such purpose; in the case of each of (i) and (ii), as determined in accordance with the Acquiror’s Governing Documents, the DGCL and the rules of the NYSE, as applicable. (c) Other than, if necessary, votes on those Transaction Proposals identified in clauses (E) and (F) of Section 8.2(b), the foregoing votes are the only votes of any of Acquiror’s share capital necessary in connection with entry into this Agreement by Acquiror and Merger Subs and the consummation of the transactions contemplated hereby, including the Closing. (d) At a meeting duly called and held, the Board of Directors of Acquiror has unanimously approved the transactions contemplated by this Agreement as a Business Combination.

Due Authorization. PubCo The Company has all requisite right, corporate power and authority to (i) execute and deliver enter into this Agreement and each of the documents contemplated herebyother Transaction Documents to which it is a party, subject to approval of the Bankruptcy Court, if applicable, and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other documents Transaction Documents to which PubCo it is a party contemplated hereby is, and the issuance, sale and delivery of the New Common Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares after giving effect to the consummation by the Company of the transactions contemplated hereby hereby) will, upon the effectiveness of the Amended and thereby Restated Certificate of Incorporation, be (a) within the corporate power and authority of the Company, and (b) have been (i) duly authorized by all requisite corporate and validly other action of the Company. At the time of the Closing, the Confirmation Order and the Bankruptcy Plan, if applicable, shall have directed and authorized the Company to have filed the Amended and approved by Restated Certificate of Incorporation, and the board Amended and Restated Certificate of directors Incorporation shall authorize a number of PubCo shares of Class A Common Stock, Class C Common Stock and (ii) determined by Class D Common Stock at least equal to the board number of directors shares of PubCo as advisable New Common Shares to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on be issued to the part Investors pursuant to the terms of PubCo is necessary to authorize this Agreement and plus the other documents to which PubCo is a party contemplated herebyConversion Shares. This Agreement has been, and at or prior to each Call Option Closing Date, of the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby when executed and delivered by the Company will be, duly and validly executed and delivered by PubCothe Company, and this Agreement constitutes, and at or prior to each Call Option Closing Date, of such other Transaction Documents when executed and delivered by the other documents to which PubCo is a party contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws (currently in effect or enacted following laws affecting the date hereof) affecting enforcement of creditors’ rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. The Conversion Shares will have been validly reserved for issuance at the Closing, and upon such issuance, will be duly authorized and validly issued and outstanding, fully paid and nonassessable. The Company has taken all action necessary to waive, and by its execution hereof does hereby waive, the provisions of Section 4.16 of the 1999 Stock Purchase Agreement and Section 4.16 of the 2000 Stock Purchase Agreement to the extent necessary to permit each Investor to consummate the transactions contemplated by this Agreement and the other Transaction Documents. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Class C Common Stock and the Class D Common Stock shall be as set forth in the Amended and Restated Certificate of Incorporation. The New Common Shares, when issued and delivered in accordance with the terms of this Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable, free and clear of any Encumbrances and not subject to the preemptive or other similar rights of any stockholders of the Company, other than as contemplated by this Agreement and the other Transaction Documents.

Due Authorization. PubCo (a) Horizon has all requisite corporate power and authority to (ia) execute execute, deliver and deliver perform under this Agreement and the other documents to which it is or will be a party contemplated hereby, hereby and (iib) consummate the transactions contemplated hereby and thereby Transactions and perform all obligations to be performed by it hereunder and thereunder, subject to obtaining the Horizon Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement and the other documents to which PubCo it is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby Transactions and thereby have been (i) duly and validly authorized and approved by the board Board of directors Directors of PubCo Horizon and (ii) determined by the board Board of directors Directors of PubCo Horizon as advisable to PubCo Horizon and its shareholders the Horizon Stockholders and recommended for approval by PubCothe Horizon Stockholders. No other company proceeding on the part of PubCo Horizon is or will be necessary to authorize this Agreement and the other documents to which PubCo it is or will be a party contemplated herebyhereby (other than the Horizon Stockholder Approval). This Agreement has been, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo it is or will be a party contemplated hereby will be, duly and validly executed and delivered by PubCoHorizon, and this Agreement constitutes, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo it is or will be a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCoHorizon, enforceable against PubCo Horizon in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to the Horizon Governing Documents) is present, (i) the Transaction Proposal identified in clause (A) of Section 7.2(b), shall require an affirmative vote of the holders of at least two-thirds of the outstanding Horizon Common Stock entitled to vote, who attend and vote thereupon (as determined in accordance with applicable Law and the Horizon Governing Documents) at a Horizon Stockholders’ Meeting duly called by the Board of Directors of Horizon and held for such purpose, and (ii) the Transaction Proposals identified in clauses (B) - (G) of Section 7.2(b), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Horizon Common Stock (prior to the Effective Time) entitled to vote, who attend and vote thereupon (as determined in accordance with the Horizon Governing Documents) at a Horizon Stockholders’ Meeting duly called by the Board of Directors of Horizon and held for such purpose. (c) The foregoing vote is the only votes of any of Horizon’s share capital necessary in connection with entry into this Agreement by Horizon and the consummation of the Transactions, including the Closing. (d) At a meeting duly called and held, the Board of Directors of Horizon has unanimously approved the Transactions as a Business Combination.

Due Authorization. PubCo (a) Each of the Companies has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (iisubject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo any Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board Managing Member, Board of directors Managers or Board of PubCo Directors, as applicable, of each such Company, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company or corporate proceeding on the part of PubCo the Companies is necessary to authorize this Agreement and the other documents to which PubCo any Company is a party contemplated hereby. This Agreement has been, and at on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo any Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, each such Company and this Agreement constitutes, and at on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo any Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCoeach such Company, enforceable against PubCo each such Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the Managing Member, Board of Managers or Board of Directors, as applicable, of each Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which such Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, such Company and its members or shareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by such Company of this Agreement and the other documents to which such Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other company or corporate action is required on the part of the Companies or any of their members or shareholders to enter into this Agreement or the documents to which such Company is a party contemplated hereby or to approve the Mergers.

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

Due Authorization. PubCo (a) The Company has all requisite corporate partnership power and authority to (i) execute execute, deliver and deliver perform its obligations under this Agreement and each of the documents contemplated herebyother Transaction Agreements to which it is a party, and (iisubject to the approvals described in Section 3.4) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and each of the other documents Transaction Agreements to which PubCo it is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board general partner of directors of PubCo the Company and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding on the part of PubCo the Company is necessary to authorize this Agreement and such agreements or the other documents to which PubCo is a party contemplated herebyCompany’s performance thereunder. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCothe Company, and each of the other Transaction Agreements to which it is a party, when executed and delivered, will be duly and validly executed and delivered by the Company; and, assuming due authorization and execution by each other party hereto and thereto, each of this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents Transaction Agreements to which PubCo it is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subjectgenerally, (ii) as to enforceability, to general principles of equity, and (iii) to applicable requirements of the HSR Act, and any other Laws designed or intended to prohibit, restrict or regulate antitrust, monopolization, restraint of trade or competition. (b) The Loan Agreement has been duly and validly authorized and approved by the general partner of the Company and, when executed and delivered as contemplated therein, will have been duly and validly executed and delivered by it, and assuming the due authorization, execution and delivery thereof by GWG Life, will constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and (ii) as to enforceability, to general principles of equity

Due Authorization. PubCo (a) The Company has all requisite corporate partnership power and authority to (i) execute execute, deliver and deliver perform its obligations under this Agreement and each of the documents contemplated herebyother Transaction Agreements to which it is a party, and (iisubject to the approvals described in Section 3.4 ) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and each of the other documents Transaction Agreements to which PubCo it is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board general partner of directors of PubCo the Company and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding on the part of PubCo the Company is necessary to authorize this Agreement and such agreements or the other documents to which PubCo is a party contemplated herebyCompany’s performance thereunder. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCothe Company, and each of the other Transaction Agreements to which it is a party, when executed and delivered, will be duly and validly executed and delivered by the Company; and, assuming due authorization and execution by each other party hereto and thereto, each of this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents Transaction Agreements to which PubCo it is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subjectgenerally, (ii) as to enforceability, to general principles of equity, and (iii) to applicable requirements of the HSR Act, and any other Laws designed or intended to prohibit, restrict or regulate antitrust, monopolization, restraint of trade or competition. (b) The Loan Agreement has been duly and validly authorized and approved by the general partner of the Company and, when executed and delivered as contemplated therein, will have been duly and validly executed and delivered by it, and assuming the due authorization, execution and delivery thereof by GWG Life, will constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and (ii) as to enforceability, to general principles of equity

Due Authorization. PubCo ION has all the requisite corporate power and authority to to: (ia) execute execute, deliver and deliver perform this Agreement and the documents contemplated herebyother Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (iib) carry out its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder(including the Merger). The execution and delivery by ION of this Agreement and the other documents Transaction Agreements to which PubCo it is a party, and the consummation by ION of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of ION, and no other proceedings on the part of ION are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby, other than approval from the ION Shareholders. This Agreement and the other Transaction Agreements to which each of them is a party have been duly and validly executed and delivered by ION and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding obligations of ION, enforceable against ION in accordance with their terms, subject to the Remedies Exception. The board of directors of ION has unanimously approved the transactions contemplated by this Agreement. Assuming that a quorum of a shareholders’ meeting (as determined pursuant to ION’s Organizational Documents) is present: (a) each of those ION Transaction Proposals identified in clauses (i) and (ii) of the definition shall require approval of a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the outstanding ION Shares (on an as converted to ION Class A Share basis) entitled to vote, who attend vote thereupon (as determined in accordance with ION’s Organizational Documents) at a shareholders’ meeting duly called by the board of directors of ION and held for such purpose and (b) each of those ION Transaction Proposals identified in clauses (iii) and (iv) of the definition shall require approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the outstanding ION Shares (on an as converted to ION Class A Share basis) entitled to vote, who attend vote thereupon (as determined in accordance with ION’s Organizational Documents) at a shareholders’ meeting duly called by the board of directors of ION and held for such purpose. The foregoing votes are the only votes of any of ION’s share capital necessary in connection with entry into this Agreement by ION and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by hereby, including the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCo, enforceable against PubCo in accordance with their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityClosing.

Due Authorization. PubCo The Acquirer has all requisite corporate full power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of enter ----------------- into this Agreement and the other documents to which PubCo is a party contemplated hereby be executed by it pursuant to this Agreement and the consummation of to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby performance by the Acquirer of this Agreement have been (i) been, and the other documents to be executed by it pursuant to this Agreement shall be, duly and validly authorized and approved by the board of directors of PubCo all necessary limited liability company or limited partnership action and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for no other consent or approval by PubCo. No other company proceeding on the part of PubCo the Acquirer is necessary to authorize this Agreement and the other documents to which PubCo is a party be executed by it pursuant to this Agreement and the transactions contemplated hereby. This No consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental instrumentality (including, without limitation, any filing required under the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1976, as amended), or any other entity or Person (including without limitation, its shareholders or partners) is required to be made, obtained or given by the Acquirer in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for such consents as have been obtained or will be obtained by the Closing. Each of the Acquirer has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, and this Agreement. This Agreement constitutes, and at or prior the documents executed by the Acquirer, as the case may be, pursuant to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby this Agreement when executed will constitute, a legal, valid and binding obligation obligations of PubCothe Acquirer, as the case may be, enforceable against PubCo such party in accordance with their respective terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance and transfer and other similar Laws laws of general application, heretofore or hereafter enacted or in effect, affecting the rights and remedies of creditors generally, and (currently b) the exercise of judicial or administrative discretion in effect or enacted following the date hereof) affecting creditors’ rights generally and subjectaccordance with general equitable principles, particularly as to enforceability, to general principles the availability of equitythe remedy of specific performance or other injunctive relief.

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

Due Authorization. PubCo The Company has all requisite right, corporate power and authority to (i) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other documents Transaction Documents to which PubCo it is a party, the issuance and delivery of the New Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party contemplated hereby (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company, and (b) have been (i) duly and validly authorized and approved by all necessary corporate action of the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyCompany. This Agreement has been, and at or prior to each Call Option Closing Date, of the other documents Transaction Documents to which PubCo the Company is a party contemplated hereby when executed and delivered by the Company will be, duly and validly executed and delivered by PubCothe Company, and this Agreement constitutes, and at or prior to each Call Option Closing Date, of such other Transaction Documents when executed and delivered by the other documents to which PubCo is a party contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of PubCo, the Company enforceable against PubCo the Company in accordance with their respective terms, subject to applicable its terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws (currently in effect or enacted following laws affecting the date hereof) affecting enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. The Conversion Shares have been validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series D Preferred Stock and the Series E Preferred Stock will be as set forth in the Certificate of Designation for the Series D Preferred Stock and the Certificate of Designation for the Series E Preferred Stock (collectively, the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.

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

Due Authorization. PubCo (a) The Company has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (ii) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board Board of directors Directors of PubCo the Company, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company or corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and the other documents to which PubCo the Company is a party contemplated hereby. This Agreement has been, and at on or prior to each Call Option Closing Datethe Acquisition Closing, the other documents to which PubCo the Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, the Company and this Agreement constitutes, and at on or prior to each Call Option Closing Datethe Acquisition Closing, the other documents to which PubCo the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, (ii) approving the transfer of the Company Common Stock to Swiss NewCo, and (iii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the other documents to which the Company is a party contemplated hereby or to approve the transactions contemplated hereby and thereby. The Acquisition Transfer and the Governing Documents of the Company have been duly and validly approved in accordance with applicable Law.

Due Authorization. PubCo has The execution, delivery and performance by each Loan Party of each Loan Document and UEC Acquisition Document to which it is a party or otherwise bound have been duly authorized by all requisite necessary corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated herebyor limited liability company action, and (ii) consummate shall not contravene any law or any governmental rule or order binding on any Loan Party or the transactions contemplated hereby Organizational and thereby Ownership Documents, nor violate any material agreement or instrument by which a Loan Party is bound nor result in the creation of a material Lien on any assets of any Loan Party except the Lien granted to Lender under the Loan Documents. Each Loan Party has duly executed and perform all obligations delivered to be performed by it hereunder and thereunder. The execution and delivery of Lender this Agreement and the other documents Loan Documents to which PubCo it is a party contemplated hereby or otherwise bound and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, a legal, they are valid and binding obligation obligations of PubCo, each Loan Party enforceable against PubCo in accordance with according to their respective terms, except (a) as limited by the application of general equitable principles including concepts of materiality, reasonableness, good faith and fair dealing, (b) as limited by bankruptcy, insolvency or similar laws affecting the rights of creditors generally, (c) that waivers of jury trial may be limited under public policy, and (d) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to applicable equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Each Loan Party has duly executed and delivered the UEC Acquisition Documents to which it is a party or otherwise bound and they are valid and binding obligations of each such Loan Party, respectively, enforceable according to their respective terms, except as limited by the application of general equitable principles including concepts of materiality, reasonableness, good faith and fair dealing, (b) as limited by bankruptcy, insolvencyinsolvency or similar laws affecting the rights of creditors generally, fraudulent conveyance(c) that waivers of jury trial may be limited under public policy, reorganization, moratorium and similar Laws (currently in effect or enacted following d) that the date hereof) affecting creditors’ rights generally remedy of specific performance and subjectinjunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefore may be brought. Except for filings under the Securities Exchange Act of 1934, as to enforceabilityamended, to general principles of equityno notice to, or consent by, any governmental body is needed in connection with the transactions contemplated by this Agreement or the UEC Acquisition.

Due Authorization. PubCo The Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, Transaction Documents to which it is or will be a party and (ii) to consummate the transactions contemplated hereby and thereby thereby, except for such further action of the Company Board required, if applicable, to determine the structure of the Distribution, establish the Record Date and perform all obligations the Distribution Date, and declare the Distribution (the effectiveness of which will be subject to be performed the satisfaction or, to the extent permitted by it hereunder applicable Law, waiver, of the conditions set forth in the Separation and thereunderDistribution Agreement). The execution and delivery by the Company of this Agreement and the other documents Transaction Documents to which PubCo it is or will be a party contemplated hereby as of the Effective Time and the consummation of the transactions contemplated hereby and thereby have been (i) duly authorized by all necessary and validly authorized proper corporate action on its part, and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding corporate action on the part of PubCo the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date and the other documents Distribution Date, and declare the Distribution (the effectiveness of which will be subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the transactions contemplated hereby and thereby. Each of this Agreement and the Transaction Documents to which PubCo the Company is or will be a party contemplated hereby. This Agreement as of the Effective Time has been, and at been or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, be duly and validly executed and delivered by PubCo, it and (assuming that each of this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents applicable Transaction Documents to which PubCo each of Merger Partner and Merger Partner Equityholder is or will be a party contemplated hereby will constitute, as of the Effective Time constitutes a legal, valid and binding obligation of PubCoeach of Merger Partner and Merger Partner Equityholder (as applicable)), constitutes or will when executed and delivered constitute the legal, valid and binding obligation of the Company, enforceable against PubCo it in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”).

Due Authorization. PubCo Seller Group has all the requisite corporate power and authority to (i) execute and deliver this Agreement and, subject to the receipt of the Shareholder Approval and the documents contemplated herebyISRA Approval, and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderhereby. The execution execution, delivery and delivery performance of this Agreement by the Seller and the other documents to which PubCo is a party consummation by the Seller Group of the transactions contemplated hereby have been duly authorized by all necessary corporate action on the part of the Seller Board and, other than the Shareholder Approval and the ISRA Approval (with respect to the consummation of the transactions and not execution of this Agreement), no additional corporate proceedings on the part of the Seller Group are necessary to authorize the execution, delivery and performance by the Seller of this Agreement or the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebySeller Group. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCo, the Seller and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is constitutes a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCoSeller, enforceable against PubCo Seller in accordance with their respective its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and similar Laws laws and equitable principles affecting the rights of creditors generally. The Closing Documents will be duly executed and delivered by Seller Group and constitute a valid and binding obligation of Seller Group’s, enforceable against Seller Group in accordance with its terms, subject only to applicable bankruptcy, insolvency and similar laws and equitable principles affecting the rights of creditors generally. The Seller Board has (currently a) unanimously determined that the Transaction is fair to and in the best interests of the Seller Shareholders, (b) unanimously approved, adopted and declared advisable the Transaction, (c) unanimously directed that the Transaction be submitted to a vote of the Seller Shareholders, and (d) unanimously resolved to recommend that the Seller Shareholders vote in favor of approval and adoption of the Transaction (such recommendations, the “Seller Board Recommendation”), which resolutions were duly adopted and which remain in full force and effect and have not been subsequently rescinded, modified or enacted following withdrawn in any way, except as may be permitted after the date hereofhereof by Section 11.3. The affirmative vote of the holders of a majority of the shares of the Seller Common Stock entitled to be cast at the Shareholder Meeting (the “Shareholder Approval”) affecting creditors’ rights generally and subjectthe approval of Real Estate Strategies L.P., as a Bermuda Limited Partnership, and/or RSA Inversiones y Representaciones Sociedad Anónima, an Argentine sociedad anónima (the “ISRA Approval”) are the only votes of holders of securities of Seller Group required to enforceability, to general principles of equityapprove the Agreement and the Transaction.

Due Authorization. PubCo Each of Acquiror and Merger Sub has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated herebyother Transaction Documents to which it is, or is specified to be, a party, and (iisubject to the approvals discussed below) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery of this Agreement and the other documents Transaction Documents to which PubCo the Acquiror and/or Merger Sub, as applicable, is specified to be, a party contemplated hereby party, and the consummation of the transactions contemplated hereby and thereby by the Acquiror and/or Merger Sub, as applicable, have been (i) duly and validly authorized and approved by the board Board of directors Directors and the stockholders of PubCo Acquiror and (ii) determined approved by the board Board of directors Directors of PubCo as advisable to PubCo Merger Sub, and its shareholders and recommended for approval by PubCo. No no other company corporate proceeding on the part of PubCo Acquiror or Merger Sub is necessary to authorize this Agreement and Agreement, the other Transaction documents to which PubCo it is, or is specified to be, a party party, or the transactions contemplated herebyhereby and thereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCoeach of Acquiror and Merger Sub, and Acquiror and/or Merger Sub, as applicable, will, subject to the terms and conditions hereof, and, at or prior to the Closing, will, subject to the terms and conditions hereof, duly execute and deliver each other Transaction Document to which it is specified to be a party, and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents Transaction Document to which PubCo Acquiror and/or Merger Sub, as applicable, is specified to be a party contemplated hereby upon execution thereof will constitute, constitute a legal, valid and binding obligation of PubCoAcquiror and Merger Sub, enforceable against PubCo Acquiror and Merger Sub in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

Due Authorization. PubCo The Company has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and each Ancillary Agreement to which the documents contemplated hereby, Company is or will be a party and (iisubject to the approvals described in Section 4.5) and, subject only to obtaining the Company Stockholder Approval, to consummate the transactions contemplated hereby Transactions and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance by the Company of this Agreement and the other documents Ancillary Agreements to which PubCo the Company is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the board of directors of PubCo the Company, and (ii) determined by other than the board execution and delivery of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No the Company Stockholder Approval, no other company or corporate proceeding on the part of PubCo the Company Group Members is or will be necessary to authorize this Agreement and the other documents Ancillary Agreements to which PubCo the Company is or will be a party contemplated hereby, in each case, as applicable. This Agreement has been, and at on or prior to each Call Option Closing Datethe Closing, the other documents Ancillary Agreements to which PubCo the Company is or will be a party contemplated hereby will be, duly and validly executed and delivered by PubCo, the Company and this Agreement constitutes, and at on or prior to each Call Option Closing Datethe Closing, the other documents such Ancillary Agreements to which PubCo the Company is or will be a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company, in each case, as applicable, in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (the “Enforceability Exceptions”). At a meeting duly called and held, the board of directors of the Company has unanimously (i) determined that it is in the best interests of the Company and the stockholders of the Company, and declared it advisable, to enter into this Agreement providing for the Mergers, (ii) approved this Agreement and the Transactions, including the Mergers and the Company Preferred Stock Conversion (such Company Preferred Stock Conversion to be effected on the Closing Date, immediately prior to the First Effective Time, subject to and contingent upon the consummation of the First Merger), on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending that this Agreement and the Transactions, including the Mergers and the Company Preferred Stock Conversion (such Company Preferred Stock Conversion to be effected on the Closing Date, immediately prior to the First Effective Time, subject to and contingent upon the consummation of the First Merger), be adopted by the Company Stockholders. The Company Stockholder Approval is the only vote or consent of holders of any class of Equity Securities of the Company that is required to adopt this Agreement and approve the Transactions.

Due Authorization. PubCo Each Entity Company Party has all requisite corporate power and authority to (i) execute and deliver this Agreement and each other Transaction Document to which it is a party (subject to the documents contemplated herebyconsents, approvals, authorizations and (iiother requirements described in Section 5.2) and to consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it them hereunder and thereunder. The execution and delivery of this Agreement and the other documents Transaction Documents to which PubCo it is a party contemplated hereby by each Entity Company Party and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo all general partner, limited partner and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other limited liability company proceeding proceedings on the part of PubCo is the Entity Company Parties necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyTransaction Documents. This Agreement has been, and each of the Transaction Documents to which each Company Party is a party has been or will be at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will beClosing, duly and validly executed and delivered by PubCo, such Company Party and (assuming this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCoBuyers) constitutes a legal, valid and binding obligation of the Company Parties, enforceable against PubCo them in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. A. ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ are natural Persons and have the capacity to execute and deliver this Agreement and each other Transaction Document to which he or he is a party (subject to the consents, approvals, authorizations and other requirements described in Section 5.2) and to consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by them hereunder and thereunder.

Due Authorization. PubCo Each of the Metatec Companies has all requisite full corporate power and authority to (i) execute execute, deliver and deliver perform this Agreement and the documents contemplated hereby, its Related Agreements and (ii) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance by each of the Metatec Companies of this Agreement and the other documents to which PubCo is a party contemplated hereby execution, delivery and performance by each of the Metatec Companies of its Related Agreements and the consummation by the Metatec Companies of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by each of the Metatec Companies' board of directors and, to the extent required by applicable Law, by all stockholders of PubCo the Metatec Companies entitled to vote thereon, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding actions or proceedings on the part of PubCo is the Metatec Companies are necessary to authorize the execution, delivery and performance by each of the Metatec Companies of this Agreement Agreement, or the execution, delivery and performance by each of the other documents to which PubCo is a party contemplated hereby. This Agreement has been, and at Metatec Companies of its Related Agreements or prior to each Call Option Closing Date, the other documents to which PubCo is a party transactions contemplated hereby will be, and thereby. Each of the Metatec Companies has duly and validly executed and delivered by PubCothis Agreement, and this Agreement constitutes, each of Metatec Companies has duly and at validly executed and delivered (or prior to each Call Option or at the Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, a duly and validly execute and deliver) its Related Agreements. This Agreement constitutes legal, valid and binding obligation obligations of PubCothe Metatec Companies and the Related Agreements upon execution and delivery by each of the Metatec Companies will constitute legal, valid and binding obligations of the Metatec Companies, in each case enforceable against PubCo in accordance with their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws (currently laws in effect or enacted following which affect the date hereof) affecting enforcement of creditors’ ' rights generally generally, by equitable limitations on the availability of specific remedies and subject, as to enforceability, to general by principles of equity.

Due Authorization. PubCo (a) Other than the Company Shareholder Approval, the Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the other documents (including the Ancillary Documents) to which it is a party contemplated hereby, hereby and (iisubject to the approvals described in ‎Section 3.05) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The When the execution and delivery of this Agreement and the other documents to which PubCo the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No NiCo, no other company proceeding on the part of PubCo the Company is necessary to authorize this Agreement and the other documents (including the Ancillary Documents) to which PubCo the Company is a party contemplated hereby. This Agreement has been, and at on or prior to each Call Option Closing Datethe Closing, the other documents (including the Ancillary Documents) to which PubCo the Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, the Company and this Agreement constitutes, and at on or prior to each Call Option Closing Datethe Closing, the other documents (including the Ancillary Documents) to which PubCo the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Each Seller has all requisite power and authority or capacity, as applicable, to execute and deliver this Agreement and the other documents (including the Ancillary Documents) to which it is a party contemplated hereby and (subject to the approvals described in Section 3.05 and Section 3.06) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. No other proceeding on the part of such Seller is necessary to authorize this Agreement and the other documents (including the Ancillary Documents) to which such Seller is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the other documents (including the Ancillary Documents) to which such Seller is a party contemplated hereby will be, duly and validly executed and delivered by such Seller and this Agreement constitutes, and on or prior to the Closing, the other documents (including the Ancillary Documents) to which such Seller is a party contemplated hereby will constitute, a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. PubCo (a) The Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents each Ancillary Agreement to which it is, or is contemplated herebyto be, a party and (iisubject to receipt of the Company Stockholder Approval and the Governmental Authorizations described in clauses (a) and (b) of Section 5.5) to perform all of its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and the other documents each Ancillary Agreement to which PubCo the Company is, or is contemplated to be, a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No other company proceeding on the part of PubCo is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyCompany Board. This Agreement has been, and at or prior to each Call Option Closing Date, of the other documents Ancillary Agreements to which PubCo the Company is, or is contemplated to be, a party contemplated hereby has been or will be, as applicable, duly and validly executed and delivered by PubCothe Company, and this Agreement constitutes, and at each Ancillary Agreement to which the Company is, or is contemplated to be, a party constitutes or, upon execution prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby as applicable, will constitute, a legal, valid and binding obligation of PubCothe Company (assuming, in each case, the due and valid execution and delivery by each of the other parties hereto or thereto), enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (the “Enforceability Exceptions”). (b) Prior to the Company’s execution and delivery of this Agreement, the Company Board has taken the Company Board Actions, and, as of the date hereof, none of the Company Board Actions has been rescinded, withdrawn or modified. No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the Ancillary Agreements to which the Company is, or is contemplated to be, a party or to approve the Merger or the other transactions contemplated hereby or thereby, except for the Company Stockholder Approval.

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

Due Authorization. PubCo (a) Other than the Company Unitholder Approval, the Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (iisubject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution execution, delivery and delivery performance of this Agreement and the other documents to which PubCo the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors managers of PubCo the Company, and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company corporate proceeding on the part of PubCo the Company is necessary to authorize this Agreement and the other documents to which PubCo the Company is a party contemplated herebyhereby or the Company’s performance hereunder or thereunder. This Agreement has been, and at on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo the Company is a party contemplated hereby will be, duly and validly executed and delivered by PubCo, and this the Company. This Agreement constitutes, and at on or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of managers of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its members, as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby and (iii) recommending that the holders of the Company Units approve this Agreement and the transactions contemplated hereby, including the Merger. No other corporate action is required on the part of the Company or any of its members to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Merger other than the Unitholder Written Consent.

Due Authorization. PubCo (a) SPAC has all requisite corporate power and authority to (i) execute and deliver this Agreement and the documents contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (iA) duly and validly authorized and approved by the board Board of directors Directors of PubCo SPAC and (iiB) determined by the board Board of directors Directors of PubCo SPAC as advisable to PubCo SPAC and its shareholders the SPAC Stockholders and recommended for approval by PubCothe SPAC Stockholders. No other company corporate proceeding on the part of PubCo SPAC is necessary to authorize this Agreement and the documents contemplated hereby (other documents to which PubCo is a party contemplated herebythan the SPAC Stockholder Approval). This Agreement has been, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby will be, duly and validly executed and delivered by PubCoSPAC, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and at or prior to each Call Option Closing Datethe Closing, the other documents to which PubCo is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of PubCoSPAC, enforceable against PubCo SPAC in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) At a meeting duly called and held, the Board of Directors of SPAC has unanimously (i) determined that this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of SPAC and SPAC’s stockholders and (ii) authorized and approved the execution, delivery and performance by SPAC of this Agreement, the other Transaction Agreements and the transactions contemplated hereby and thereby (including the Merger). Certified copies of the minutes of the meeting described in this Section 5.02(b) will be provided to the Company upon the Company’s request.

Due Authorization. PubCo (a) The Company has all requisite corporate power and authority to (i) execute and deliver this Agreement and (subject to the documents contemplated hereby, and (iiapprovals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderhereby. The execution and delivery of this Agreement and the other documents to which PubCo is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the board of directors of PubCo the Company and (ii) determined the Seller and, by their execution and delivery hereof, the board of directors of PubCo as advisable to PubCo Holders, and its shareholders and recommended for approval by PubCo. No no other company corporate proceeding on the part of PubCo the Company or the Seller is necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated herebyAgreement. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will be, been duly and validly executed and delivered by PubCo, the Company and this Agreement constitutes, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of PubCothe Company, enforceable against PubCo the Company in accordance with their respective its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) The Seller and each Holder that is an individual has all requisite capacity to execute and deliver this Agreement and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby. Each Holder that is a trust (i) has all requisite power and authority under applicable trust instruments to execute and deliver this Agreement, (ii) (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and (iii) is, and has been since it has become a shareholder (or, January 1, 1987, if later), permitted under Code Section 1361(c)(2) to be a shareholder of an S corporation (as defined in Section 1361). The execution and delivery of this Agreement and the consummation of the transactions contemplated hereby have been duly and validly authorized and approved by the trustee of the Holder that is a trust, and no other proceeding on the part of such Holder is necessary to authorize this Agreement. This Agreement has been duly and validly executed and delivered by the Seller and each Holder and constitutes a legal, valid and binding obligation of the Seller and each such Holder, enforceable against the Seller and each such Holder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. PubCo Each Seller has all requisite corporate full power and authority ----------------- to (i) execute and deliver this Agreement and the documents contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of enter into this Agreement and the other documents to which PubCo is a party contemplated hereby be executed by it pursuant to this Agreement and the consummation of to consummate the transactions contemplated hereby hereby. The execution, delivery and thereby performance by each Seller, as the case may be, of this Agreement have been (i) been, and the documents to be executed by it pursuant to this Agreement shall be, duly and validly authorized and approved by the board of directors of PubCo all necessary applicable action and (ii) determined by the board of directors of PubCo as advisable to PubCo and its shareholders and recommended for approval by PubCo. No no other company proceeding actions or proceedings on the part of PubCo is such Seller are necessary to authorize this Agreement and the other documents to which PubCo is a party contemplated hereby. This Agreement has been, and at or prior to each Call Option Closing Date, the other documents to which PubCo is a party transactions contemplated hereby and thereby. Each Seller has complied with applicable law and valid agreements binding upon it in connection with its solicitation of any necessary approvals or consents related to this transaction and obtaining appropriate authorization. No consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental instrumentality or any other Person is required to be made, obtained or given by such Seller in connection with the execution, delivery and performance of this Agreement and the documents executed by such Seller pursuant to this Agreement. The joinder of no entity or Person other than such Seller will be, be necessary to perform its obligations hereunder. Such Seller has duly and validly executed and delivered by PubCo, and this Agreement. This Agreement constitutes, and at or prior the documents executed by such Seller pursuant to each Call Option Closing Date, the other documents to which PubCo is a party contemplated hereby this Agreement when executed will constitute, a legal, valid and binding obligation obligations of PubCo, such Seller enforceable against PubCo it in accordance with their respective terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance and transfer and other similar Laws laws of general application, heretofore or hereafter enacted or in effect, affecting the rights and remedies of creditors generally, and (currently b) the exercise of judicial or administrative discretion in effect or enacted following the date hereof) affecting creditors’ rights generally and subjectaccordance with general equitable principles, particularly as to enforceability, the availability of the remedy of specific performance or other injunctive relief. Each Seller represents and warrants that the Interests to general principles be sold by it to the Acquirer pursuant to the terms of equitythis Agreement do not constitute "plan assets" (within the meaning of 29 C.F.R. ss.2510.3-101) of any "employee benefit plan" subject to Title I of ERISA or a "governmental plan" as defined in Section 3(32) of ERISA.