Common use of Due Authorization Clause in Contracts

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject 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 (collectively, the “Remedies Exception”).

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

Due Authorization. Subject to the receipt of the Company (a) If such Shareholder Approvalis not a natural person, the Company such Shareholder has all requisite company or corporate power power, as applicable, and authority to (i) execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby, and (ii) consummate the transactions contemplated hereby and thereby and to consummate perform all of its obligations hereunder and thereunder. If such Shareholder is not a natural person, 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 (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its part, the board of directors (or an equivalent body) and/or shareholders of such Shareholder and no other corporate action company proceeding on the part of the Company such Shareholder is necessary to authorize this Agreement or and the Transaction Documents other 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 Distribution Datecontemplated hereby. This Agreement has been, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject on or prior to the satisfaction orInitial Closing, 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 other documents to which the Company such Shareholder is or will be a party as of the Effective Time has been or contemplated hereby will be be, duly and validly executed and delivered by such Shareholder, and this Agreement constitutes, and at or prior to the Initial Closing, the other documents to which it is a party contemplated hereby will constitute, 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 (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 (assuming that 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 or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Companysuch Shareholder, enforceable against it 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 (collectivelyequity. 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 “Remedies Exception”)form attached as Schedule B, concurrently with the execution and delivery of this Agreement.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate full power and authority to execute and deliver enter into this Agreement and the Transaction Documents Agreement, to which it is or will be a party perform its obligations hereunder 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 (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)transactions contemplated hereby. The execution execution, delivery and delivery performance by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time Agreement, and the consummation by the Company of the Transactions applicable transactions contemplated 37 hereby, including the Merger, have been duly authorized and validly approved by all necessary the unanimous vote of the board of directors of the Company and proper corporate action on its partwill be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate action actions or proceedings on the part of the Company is or its stockholders shall be 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 Distribution Date, and the declaration of the Distribution by the transactions contemplated hereby. 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement. This Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, Company enforceable against it the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting in effect which affect the enforcement of creditors’ rights generally and subject, as by equitable principles. (b) Prior to enforceability, to general principles the date of equity (collectivelythis Agreement, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to (i) the provisions of Section 203 of the DGCL, (ii) any other Takeover Law or (iii) any provision of the Organizational Documents of the Company and the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law: (x) the execution of this Agreement, (y) the Merger and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “Remedies Exception”)poison pill” or shareholder rights plan.

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder ApprovalStockholder Approvals, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents Ancillary Agreements to which it is or will be a party and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time applicable Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and no other company or corporate action proceeding on the part of the Company is necessary to authorize this Agreement or and the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of applicable Ancillary Agreements (other than the Company Board required, if applicable, to establish the Record Date and the Distribution DateStockholder Approvals). This Agreement has been, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject on or prior to the satisfaction orClosing, to the extent permitted by applicable LawAncillary Agreements will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such other prior to the Closing, each applicable Transaction Documents to which each of Parent and Merger Sub is or Ancillary Agreement will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the other Transaction Documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe board of directors of the Company, and no other company or corporate action proceeding on the part of 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 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 other Transaction Documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Share Exchange Closing, the other applicable Transaction Documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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. Subject to the receipt of (a) Other than the Company Shareholder ApprovalStockholder Approvals, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and no other company or corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the (a) Each Group Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the other Transaction Documents to which it is or will be a party and (subject to the approvals described in Article II and Section 6.4) to consummate the Transactions, except for such further action Transactions and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the other Transaction Documents to which it any Group Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe board of directors or similar governing body of such Group Company, and other than the approvals specified in this Agreement and the relevant Transaction Documents, no other company or corporate action proceeding on the part of the such Group Company is necessary to authorize this Agreement or and the other Transaction Documents to which it such Group Company 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 Distribution Dateparty. This Agreement has been, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject on or prior to the satisfaction orMerger Closing, 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 other Transaction Documents to which the any Group Company is or will be a party as of the Effective Time has been or contemplated hereby will be be, duly and validly executed and delivered by it such Group Company and (assuming that this Agreement constitutes, and on or such prior to the Merger Closing, the other applicable Transaction Documents to which each of Parent and Merger Sub such Group Company is or will be a party as of the Effective Time constitutes will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the such Group Company, enforceable against it such Group Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the The Company has all the requisite corporate power and authority to execute and deliver this Agreement and the each other Transaction Documents Agreement to which it is or will be a party and to perform all obligations to be performed by it hereunder and thereunder and, subject only to obtaining the Company Stockholder Approval by the Requisite Company Stockholders, to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the such Transaction Documents to which it is or will be a party as of the Effective Time Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary the board of directors of the Company and proper corporate action on its partother than execution and delivery of the Company Stockholder Approval by the Requisite Company Stockholders, and no other corporate action proceeding on the part of the Company is necessary to authorize this Agreement or such Transaction Agreements or the Transaction Documents to which it is Company’s performance hereunder 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 Distribution Datethereunder. This Agreement has been, and the declaration of the Distribution each such Transaction Agreement (when executed and delivered by the Company Board (the effectiveness of which is subject to the satisfaction orCompany) will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and, assuming due and (assuming that valid authorization, execution and delivery by each other party hereto and thereto, this Agreement or constitutes, and each such other applicable Transaction Documents to which each of Parent and Merger Sub is or Agreement will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or 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 “Remedies ExceptionEnforceability 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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate or similar organizational power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Agreement to which it is or will be a party party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in Section 5.05) to consummate the Transactionstransactions contemplated hereby and thereby. The execution, except for such further action delivery and performance of the Company Board required, if applicable, this Agreement and each Ancillary Agreement to establish the Record Date and the Distribution Datewhich it is a party, and the declaration consummation of the Distribution transactions contemplated hereby and thereby, have been duly and validly authorized and approved by the Company Board (and, except for the effectiveness of which is subject to Company Stockholder Approval, no other corporate or similar organizational action on the satisfaction or, to the extent permitted by applicable Law, waiver, part of the conditions set forth in Company or any of its Subsidiaries or any holders of any Equity Securities of the Separation and Distribution Agreement). The Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement and or the Transaction Documents Ancillary Agreements to which it the Company is (or will be be) a party as party, the performance by the Company of the Effective Time its obligations hereunder and thereunder and the consummation of the Transactions have been duly authorized by all necessary transactions contemplated hereby and proper corporate action on its part, and no other corporate action on the part of the Company is necessary to authorize this thereby. 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (the Company and, assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable))the other parties hereto, constitutes or, when executed and delivered, will constitute the a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity 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 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. (collectivelyb) The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the “Remedies Exception”)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. Subject to the receipt of (a) Other than the Company Shareholder Stockholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and no other company or corporate action proceeding other than the Company Stockholder Approval on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been Closing and upon execution by the Company, such other documents to which the Company is or will be a party contemplated hereby will be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of contemplated hereby will constitute, assuming the Effective Time constitutes due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and Agreement, to perform its obligations hereunder and, subject to approval by the Transaction Documents to which it is or will be holders of a party and to consummate the Transactions, except for such further action majority of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration outstanding shares 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). The execution and delivery by the Company Common Stock of this Agreement and the Transaction Documents Mergers (the “Company Stockholder Approval”), to which it is or will be a party as of consummate the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its parttransactions contemplated hereby, and no other corporate action actions or proceedings on the part of the Company is or its stockholders shall be necessary to authorize this Agreement or and the Transaction Documents to which it is or will be a party as transactions contemplated hereby. The board of the Effective Time or, subject to such further action directors of the Company Board requiredhas adopted resolutions, if applicable, to establish the Record Date and the Distribution Date, and the declaration by unanimous written consent of the Distribution by directors in lieu of a meeting, (i) approving the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement is in the best interests of the Company Board and its stockholders, (iii) declaring this Agreement advisable and (iv) recommending that 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 Company’s stockholders adopt this Agreement and directing that this Agreement be submitted to the Transaction Documents to which the Company’s stockholders for adoption. The Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement. This Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, Company enforceable against it the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganizationmoratorium, moratorium and reorganization or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and subjectby rules of Law governing specific performance, as injunctive relief and equitable principles. (b) Prior to enforceability, to general principles the date of equity (collectivelythis Agreement, the Company and its board of directors have taken all action necessary to exempt under or make not subject to (i) the provisions of Section 203 of the DGCL, (ii) any other applicable Takeover Law or (iii) any provision of the Organizational Documents of the Company and its Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law, each of the execution of this Agreement, the Mergers and any of the other transactions contemplated by this Agreement. The Company does not have in effect any “Remedies Exception”)poison pill” or shareholder rights plan.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all the requisite corporate power and authority to execute and deliver this Agreement and the each Transaction Documents Agreement to which it is or will be a party and (subject to the approvals described in Section 5.05), subject to obtaining the Company Stockholder Approval, to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions, except for such further action . The Holders who have executed the Company Voting and Support Agreements as of the Company Board required, if applicable, date hereof have agreed to establish the Record Date and the Distribution Date, and the declaration vote in favor 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). The execution and delivery by the Company approval of this Agreement and the Transaction Documents to which it is or Transactions, including the Mergers, and such approval will be a party as of sufficient to duly obtain the Effective Time and Company Stockholder Approval. Other than the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its partCompany Stockholder Approval, and no other corporate action proceeding on the part of the Company is necessary to authorize this Agreement or such Transaction Agreements or the Transaction Documents to which it is Company’s performance hereunder 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 Distribution Datethereunder. This Agreement has been, and the declaration of the Distribution each such Transaction Agreement (when executed and delivered by the Company Board (the effectiveness of which is subject to the satisfaction orCompany) will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and, assuming due and (assuming that valid authorization, execution and delivery by each other party hereto and thereto, this Agreement or constitutes, and each such other applicable Transaction Documents to which each of Parent and Merger Sub is or Agreement will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or 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 equity 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 (collectively, the “Remedies ExceptionEnforceability Exceptions”).

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate right, power and authority to execute and deliver enter into this Agreement and the Transaction Documents to which it is or will be a party Merger Agreement and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The (a) execution and delivery by the Company of this Agreement Agreement, (b) issuance, sale and the Transaction Documents to which it is or will be a party as delivery of the Effective Time Shares by the Company and (c) compliance by the consummation Company with each of the Transactions provisions of this Agreement (i) are within the corporate power and authority of the Company and (ii) have been duly authorized by all necessary and proper requisite corporate action on its part, and no other corporate action on the part of 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 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 TransactionsCompany. Each of this This Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company, and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent constitutes a valid and Merger Sub is or will be a party as binding obligation of the Effective Time Investor) this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, enforceable against it the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to limitations imposed by general principles of equity equity. (collectivelyb) The Shares have been duly authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the “Remedies Exception”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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate power and authority to execute and deliver enter into this Agreement and Agreement, to perform its obligations hereunder and, subject to the Transaction Documents to which it is or will be a party and filings under Section 2.3, to consummate the Transactions, and except for such further action obtaining the Company Stockholder Approval, no other corporate actions or proceedings on the part of the Company Board required, if applicable, or its stockholders shall be necessary to establish the Record Date authorize this Agreement and the 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)Transactions. The execution execution, delivery and delivery performance by the Company of this Agreement Agreement, and, assuming the representations and warranties set forth in Section 5.9 are true and correct, the Transaction Documents to which consummation by it is or will be a party as of the Effective Time and the consummation of the Transactions Merger, have been duly authorized by all necessary and proper corporate action on its partthe Company Board and, and assuming that the Merger is consummated in accordance with the DGCL, except for filing the Certificate of Merger with the Secretary of State of the State of Delaware pursuant to the DGCL, no other corporate action on the part of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time orexecution, subject to such further action of the Company Board required, if applicable, to establish the Record Date delivery and the Distribution Date, and the declaration of the Distribution performance 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 Transactions. (b) The Company Board, after considering the recommendation of the Company is or will be a party as Special Committee, has adopted resolutions unanimously (i) approving the execution, delivery and performance by the Company of this Agreement and the consummation of the Effective Time Transactions, (ii) determining that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company’s stockholders, (iii) approving and declaring advisable this Agreement and the consummation of the Merger, (iv) resolving that this Agreement and the Transactions shall be governed by and effected under Section 251 of the DGCL, (v) ​ recommending that the stockholders of the Company adopt this Agreement (the “Recommendation”), and (vi) directed that the adoption of this Agreement be submitted to the stockholders of the Company for their consideration, which resolutions have not, except after the date of this Agreement as permitted by Section 6.4, been subsequently rescinded, modified or withdrawn. The Company Stockholder Approval is the only vote of holders of securities of the Company that is required to adopt this Agreement and approve the Merger and the other Transactions. (c) The Company has been or will be duly and validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery hereof by it ▇▇▇▇▇▇ and (assuming that Merger Sub, this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, Company enforceable against it the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganizationmoratorium, moratorium and reorganization or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and subjectby rules of Law governing specific performance, as to enforceability, to general injunctive relief and equitable principles of equity (collectively, the “Remedies ExceptionEnforceability Exceptions”). (d) As of the date hereof and at all times on or prior to the Effective Time, the Company and the Company Board have taken all actions necessary so that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the timely consummation of the Merger and the other transactions contemplated hereby. No other Takeover Law or similar provision of the Organizational Documents of the Company and its Subsidiaries is, or at the Effective Time will be, applicable to this Agreement and the Transactions. The Company does not have in effect any “poison pill,” stockholder rights plan or similar anti-takeover agreement or plan.

Due Authorization. Subject to the receipt Each of the Company Shareholder ApprovalCompany, the Company Pubco and Merger Sub has all requisite corporate organizational power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Agreement to which it is or will be a party party, to perform its obligations hereunder and thereunder, and (subject to the receipt of the Company Requisite Approval) to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time such Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary the Company Board, the board of directors of Pubco (the “Pubco Board”), the sole stockholder of Pubco and proper corporate action on its partthe sole member of Merger Sub and upon receipt of the Company Requisite Approval, and no other corporate action proceeding on the part of the Company Company, Pubco or Merger Sub is necessary to authorize this Agreement or such Ancillary Agreements or the Transaction Documents to which it is Company’s, Pubco’s 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 Distribution DateMerger Sub’s performance hereunder or thereunder. This Agreement has been, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction oreach such Ancillary Agreement will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent the Company, Pubco and Merger Sub is and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will be a party as of the Effective Time constitutes a legalconstitute, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the a legal, valid and binding obligation of the Company, Pubco and Merger Sub, enforceable against it the Company, Pubco and Merger Sub 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. The Company Requisite Approval is the only vote of the holders of any equity (collectivelyinterests of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. The Written Consent, if executed and delivered by the “Remedies Exception”)Company Members, would satisfy the Company Requisite Approval and no additional approval or vote from any holders of any equity interests of the Company, Pubco or Merger Sub would then be necessary to adopt this Agreement or approve the Transactions.

Due Authorization. Subject to the receipt Each of the Company Shareholder ApprovalCompany, the Company PubCo and Merger Sub has all requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is or will be a party party; and (b) carry out its respective obligations hereunder and thereunder and to consummate the Transactions, except for such further action of transactions contemplated by the Company Board requiredTransaction Agreements to which it is a party (including, if and as applicable, to establish the Record Date Merger and the Distribution DateShare Exchange), and the declaration of the Distribution by the Company Board (the effectiveness of which is in each case, subject to the satisfaction orconsents, to the extent permitted by applicable Lawapprovals, waiver, of the conditions set forth authorizations and other requirements described in the Separation and Distribution Agreement)Section 4.5. The execution and delivery by each of the Company Company, PubCo and Merger Sub of this Agreement and the other Transaction Documents Agreements to which it is or will be a party as of the Effective Time and the consummation by it of the Transactions have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized by all necessary requisite actions, including approval by the respective board of directors of the Company, PubCo and proper corporate action on its partMerger Sub and the Merger Sub Stockholder Approval, and as required by Applicable Law, no other corporate action proceeding on the part of the Company Company, PubCo or Merger Sub is necessary to authorize this Agreement. This Agreement or and the other Transaction Documents Agreements to which it is or will be a party as of the Effective Time have been (or, subject to 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 (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 for the Transaction Documents Agreements to which the Company is or be executed at Closing, will be a party as of the Effective Time has been or will be be) duly and validly executed and delivered by it the each of the Company, PubCo and Merger Sub and (assuming that this Agreement or and such other applicable Transaction Documents Agreements constitute (or, for the Transaction Agreements to which each of Parent be executed at Closing, will constitute) a legal, valid and Merger Sub is or will be a party as binding obligation of the Effective Time constitutes a 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 Parent the Company, PubCo and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of ) enforceable against the Company, enforceable against it PubCo and Merger Sub (as applicable) in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws 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. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite the corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is or will be 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 as (including the reservation and issuance of the Effective Time Conversion Shares and the consummation by the Company of the Transactions transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 Distribution DateCompany. This Agreement has been, and the declaration each 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 other Transaction Documents to which the Company is or will be a party as of when executed and delivered by the Effective Time has been or Company will be be, duly and validly executed and delivered by it the Company, and (assuming that this Agreement or constitutes, and each of such other applicable Transaction Documents to which each of Parent when executed and Merger Sub is or delivered by the Company will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity 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 “Remedies Exception”"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. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite right, corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is or will be 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 as (including the reservation and issuance of the Effective Time Shares upon conversion of the Preferred Stock and the consummation by the Company of the Transactions transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary and proper requisite corporate action on its part, and no other corporate action on the part of 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 Distribution DateCompany. This Agreement has been, and the declaration each 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 other Transaction Documents to which the Company is or will be a party as of when executed and delivered by the Effective Time has been or Company will be be, duly and validly executed and delivered by it the Company, and (assuming that this Agreement or constitutes, and each of such other applicable Transaction Documents to which each of Parent when executed and Merger Sub is or delivered by the Company will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity (collectivelyequity. 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 “Remedies Exception”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. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite right, corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is or will be 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 as (including the reservation and issuance of the Effective Time Shares upon conversion of the Preferred Stock and the consummation by the Company of the Transactions transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary and proper requisite corporate action on its part, and no other corporate action on the part of 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 Distribution DateCompany. This Agreement has been, and the declaration each 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 other Transaction Documents to which the Company is or will be a party as of when executed and delivered by the Effective Time has been or Company will be be, duly and validly executed and delivered by it the Company, and (assuming that this Agreement or constitutes, and each of such other applicable Transaction Documents to which each of Parent when executed and Merger Sub is or delivered by the Company will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity 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 (collectivelythe "Certificates of Designation"), the “Remedies Exception”)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. Subject to the receipt of (a) Other than the Company Shareholder Stockholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder (including the Company Recapitalization). The Company Stockholder Approval is the only approval by the Company’s stockholders necessary in connection with the consummation of the Company Board required, if applicable, to establish Merger under applicable Law (including the Record Date DGCL and the Distribution Date, CCC) 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)Company’s Governing Documents. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and no other company or corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing and upon execution by the Company, such other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of contemplated hereby will constitute, assuming the Effective Time constitutes due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all the requisite corporate power and authority to enter into, execute and deliver this Agreement, the Warrants and the Registration Rights Agreement and the Transaction Documents to which it is or will be a party perform its obligations hereunder and thereunder and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereunder and the 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)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 Transaction Documents Settlement Agreement, and, subject to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized transactions contemplated hereunder, the acquisition by all necessary and proper corporate action on the Investor and/or any of its part, and no other corporate action on the part Affiliates of the Company is necessary to authorize this Agreement or Shares, 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 Warrants and the Distribution Date, Underlying Shares and the declaration of the Distribution acquisition by the Company Board (the effectiveness Investor and/or any of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver its Affiliates of the conditions additional securities as set forth in the Separation and Distribution Settlement Agreement). The Rights Agreements have not been further amended or modified, consummate the Transactions. Each of this Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time date hereof, and will not be further amended or modified to prohibit or restrict any of the foregoing permitted acquisitions. The Company (i) has been not granted any currently effective waiver or exemption to any Person under any Rights Agreement, except as set forth on Section 3.2(b) of the Company Disclosure Schedule, (ii) will be duly and validly executed and delivered by it not grant any waiver or exemption to any Person under any Rights Agreement prior to the Closing and (assuming iii) will not grant any waiver or exemption to any Person under any Rights Agreement that this Agreement would prohibit or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as restrict any of the Effective Time constitutes a legal, valid foregoing permitted acquisitions by the Investor and/or any of its Affiliates. (c) The Board has taken the necessary actions such that the restrictions on business combinations contained in DGCL Section 203 will not apply to the Investor and binding obligation of each of Parent its Affiliates and Merger Sub Associates (as applicabledefined in DGCL Section 203) solely by virtue of the transactions contemplated hereby and the acquisitions permitted by Section 5(a) of the Settlement Agreement, and neither the Investor nor any of its Affiliates and Associates shall be deemed to be an “interested stockholder” (as defined in and contemplated by Section 203(c)(5) of the DGCL) solely as a result of the transactions contemplated hereby or the foregoing permitted acquisitions (the “Section 203 Approval”)). Notwithstanding the foregoing, constitutes orfrom and after such time as the Investor, when executed together with its Affiliates and deliveredAssociates, will constitute the legal, valid and binding obligation no longer has collective beneficial ownership of at least fifteen percent (15%) in voting power of the Company’s then-outstanding capital stock by virtue of having made a disposition, enforceable against it the Section 203 Approval shall not be applicable to any subsequent acquisitions of the Company’s capital stock by the Investor and its Affiliates and Associates that would result in such Persons having beneficial ownership of fifteen percent (15%) or more in voting power of the Company’s capital stock. The Investor hereby acknowledges and agrees that the Section 203 Approval is limited in accordance with its 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 affecting creditors’ rights generally and subjectthe extent 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 equity (collectively, the “Remedies Exception”)this Agreement.

Due Authorization. Subject to the receipt (a) The execution and delivery by Empire of the Company Shareholder Approval, the Company has all requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is or will 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 Empire. No other corporate proceeding on the part of Empire is necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this This Agreement and the other Transaction Documents to which it Empire is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed by Empire and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation obligations of the Company, Empire enforceable against it Empire in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) The execution and delivery by ▇▇▇▇▇▇▇▇ of this Agreement and each of the other Transaction Documents to which it is a party, the “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the The Company has all the requisite corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares and the Warrants by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Common Stock issuable upon conversion of the Series B Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), and the consummation by the Company of the transactions contemplated hereby and thereby) (i) are within the corporate power and authority of the Company and (ii) have been duly authorized by all necessary corporate action of the Company, subject to (A) the approval and adoption of each Series B Certificate of Designation by the Company Board, (B) the Series A Holder Approval and (C) the Company Stockholder Approval. This Agreement has been, and each of the other Transaction Documents to which the Company is a party when executed and delivered by the Company shall be, duly and validly executed and delivered by the Company. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its partparty, this Agreement constitutes, and no each of such other corporate action on the part of 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly when executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be the Company shall constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity (collectivelyequity. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of each series of the “Remedies Exception”)Series B Preferred Stock shall be as set forth in the Series B Certificate of Designation pursuant to which such series shall be issued. The Preferred Shares have been validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company. The Conversion Shares and the Warrant Shares have been validly reserved for issuance and, when issued and delivered in accordance with the terms of the applicable Series B Certificate of Designation and the Warrants, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company.

Due Authorization. Subject to the receipt approval of the Company Shareholder ApprovalReserved Issuances at the General Meeting, the Company has all requisite corporate the full right, power and authority to execute and deliver enter into this Agreement and the Transaction Documents to which it is or will be a party and to consummate perform and discharge its obligations therein; and following such approval at the TransactionsGeneral Meeting, 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 (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation performance by the Company of the Transactions its obligations therein will have been duly authorized by all necessary and proper corporate action on its partauthorized, and no other corporate action on the part of 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 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 the Company is or will be a party as of the Effective Time has have been or will be duly and validly executed and delivered by it the Company and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, a valid and binding obligation of the Company, Company enforceable against it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectivelyequity. Following shareholder approval of such matters at the General Meeting, the “Remedies Exception”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. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is or will be a party party; and (b) carry out the Company’s obligations hereunder and thereunder and to consummate the TransactionsTransactions (including the Merger), except for such further action of the Company Board requiredin each case, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction orconsents, to the extent permitted by applicable Lawapprovals, waiver, of the conditions set forth authorizations and other requirements described in the Separation and Distribution Agreement)Section 4.5. The execution and delivery by the Company of this Agreement and the other Transaction Documents Agreements to which it is or will be a party as of the Effective Time and the consummation by the Company of the Transactions (including the Merger) have been been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly authorized by all necessary requisite action, including approval by the board of directors of the Company and, following receipt of the affirmative vote or consent of the holders of shares representing a majority of the voting power of the Company required to approve and proper corporate action 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 its partan as converted basis) and (y) approval of fifty-five percent (55%) of the holders of the outstanding Company Preferred Stock (the Company Series A Preferred Stock and the Company Series B Preferred Stock voting together as a separate class from the Company Common Stock) (collectively, the “Company Stockholder Approval”), and no other corporate action proceeding on the part of the Company is necessary to authorize this Agreement. This Agreement or and the other Transaction Documents Agreements 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 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 the Company is or will be a party as of the Effective Time has have been or will be duly and validly executed and delivered by it the Company and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, Sub) constitute or will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Remedies Exception”).

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder Stockholder Approval, each of Inpixon and the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it each of Inpixon and the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary the Board of Directors of each of Inpixon and proper corporate action on its partthe Company, and no other company or corporate action proceeding on the part of the Company is necessary to authorize this Agreement or and the Transaction Documents other documents to which it is or will be a party as each of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date Inpixon and the 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 the Company is or will be a party as contemplated hereby. This Agreement has been, and on or prior to the Closing, the other documents to which each of Inpixon and the Effective Time has been or Company is a party contemplated hereby will be be, duly and validly executed and delivered by it each of Inpixon and (assuming that the Company and this Agreement constitutes, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent Inpixon and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent Inpixon and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it each of Inpixon and the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) 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 “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents Ancillary Agreements to which it is or will be a party and (subject to receipt of the consents, approvals and authorizations and the other requirements described in Section 4.5) to consummate the Transactions, except for such further action Transactions and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents Ancillary Agreements to which it the Company is or will be a party as of the Effective Time and the consummation of the Transactions have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Company Board, and no other company or corporate action proceeding on the part of the Company or any Company Shareholder 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 execution and the 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 delivery of this Agreement and the Transaction Documents Ancillary Agreements to which the Company is a party. This Agreement has been, and on or will be prior to the Closing, the other documents to which the Company is a party as of the Effective Time has been or contemplated hereby will be be, duly and validly executed and delivered by it the Company, and (assuming that due authorization, execution and delivery of this Agreement or such by the other applicable Transaction Documents Parties and of the other documents to which each of Parent and Merger Sub the Company is or will be a party as of contemplated hereby by the Effective Time constitutes other parties thereto) this Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is a legalparty contemplated hereby will constitute, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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. Subject to the receipt (a) Each of the Company Shareholder Approval, and Merger Sub has the Company has all requisite corporate power and authority to execute and deliver this Agreement and the each other Transaction Documents Agreement to which it is or will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section 4.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the such other Transaction Documents to which it is or will be a party as of the Effective Time Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary the Company Board and proper corporate action on its partthe board of directors of Merger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.05, no other corporate action proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement or any other Transaction Agreements or the Transaction Documents to which it is Company’s 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 Distribution DateMerger Sub’s performance hereunder or thereunder. This Agreement has been, 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 each such other Transaction Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has been or will be (when executed and delivered by the Company or Merger Sub as applicable), duly and validly executed and delivered by it the Company or Merger Sub, as applicable, and, assuming due and (assuming that valid authorization, execution and delivery by each other party hereto and thereto, this Agreement or constitutes, and each such other applicable Transaction Documents to which each of Parent and Merger Sub is Agreement constitutes or will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the CompanyCompany or Merger Sub, as applicable, enforceable against it the Company or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or 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 (collectively, the “Remedies ExceptionEnforceability 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. Subject to the receipt (a) Each of the Company Shareholder Approval, the Company and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Agreement to which it is or will be a party. Each of the Company and Merger Sub has all requisite corporate power and authority to perform its respective obligations under this Agreement and each Ancillary Agreement to which it is a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents Ancillary Agreements to which it is or will be they are a party as by each of the Effective Time Company and Merger Sub and the consummation of the Transactions transactions contemplated hereby and thereby have been duly duly, validly and unanimously authorized by all necessary and proper corporate action on its partrequisite action, including, in the case of Merger Sub, the Written Consent, and no other corporate action or equivalent proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement or the Transaction Documents to which it is Ancillary Agreements 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 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 TransactionsCompany’s or Merger Sub’s performance hereunder or thereunder. Each of this This Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time each Ancillary Agreement has been or will be be, duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent the Company and Merger Sub is or and, assuming due authorization and execution by each other parties hereto and thereto, this Agreement constitutes, and each such Ancillary Agreement will be a party as of the Effective Time constitutes constitute, a legal, valid and binding obligation of each of Parent the Company and Merger Sub, enforceable against each of the Company and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject 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 equity. (collectivelyb) 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 “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite the corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is or will be 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 as (including the reservation and issuance of the Effective Time Conversion Shares and the consummation by the Company of the Transactions transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 Distribution DateCompany. This Agreement has been, and the declaration each 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 other Transaction Documents to which the Company is or will be a party as of when executed and delivered by the Effective Time has been or Company will be be, duly and validly executed and delivered by it the Company, and (assuming that this Agreement or constitutes, and each of such other applicable Transaction Documents to which each of Parent when executed and Merger Sub is or delivered by the Company will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity (collectivelyequity. Prior to the Closing, the “Remedies Exception”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. Subject to the receipt (a) The execution and delivery by Empire of the Company Shareholder Approval, the Company has all requisite corporate power and authority to execute and deliver this Agreement and each of the other Transaction Documents to which it is or will 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 Empire. No other corporate proceeding on the part of Empire is necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this This Agreement and the other Transaction Documents to which it Empire is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed by Empire and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation obligations of the Company, Empire enforceable against it Empire in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) The execution and delivery by Ma▇▇▇▇▇▇ ▇f this Agreement and each of the other Transaction Documents to which it is a party, the “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the Company Each Seller has all requisite company or corporate (as the case may be) power and authority to execute and deliver enter into this Agreement and the Transaction Documents Related Agreements to which it such Seller is or will to be a party and to consummate the Transactions, except for such further action of the Company Board requiredtransactions contemplated hereby and, if applicable, to establish the Record Date and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement by each Seller and the Transaction Documents Related Agreements by each Seller which is to which it is or will be a party as of the Effective Time thereto, and the consummation of the Transactions have transactions contemplated hereby and thereby by each Seller, has been duly and validly authorized and approved by all necessary and proper corporate action on its part, each Seller and no other company or corporate action or proceeding on the part of the Company any Seller is necessary to authorize this Agreement or Agreement, the Transaction Documents Related Agreements to which it such Seller is or will to 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 Distribution Date, transactions contemplated hereby 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 Transactionsthereby. Each of this Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time Seller has been or will be duly and validly executed and delivered by it and (assuming that this Agreement and prior to or such other applicable Transaction Documents at the Closing will duly and validly execute and deliver the Related Agreements to which each any such Seller is a party. Assuming the due authorization, execution and delivery of Parent this Agreement and Merger Sub is or will be a party as of the Effective Time Related Agreements by the other parties hereto and thereto, this Agreement constitutes a legal, valid and binding obligation of each Seller and, upon execution and delivery of Parent and Merger Sub (as applicable))the Related Agreements to which any such Seller is a party, constitutes or, when executed and delivered, such Related Agreements will constitute the legal, valid and binding obligation obligations of the CompanySeller that is a party to any Related Agreement, in each case, enforceable against it in accordance with 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 affecting laws in effect that affect the 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 equity (collectively, the “Remedies ExceptionEnforceability Limitations”).

Due Authorization. Subject to the receipt (a) Each of the Company Shareholder Approval, the Company Parties has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.6) to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date Transactions and the Distribution DateFST Restructuring, and the declaration to perform all 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 its obligations hereunder and Distribution Agreement)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it is or will be a party as of the Effective Time Company Parties are parties contemplated hereby and the consummation of the Transactions and the FST Restructuring have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe board of directors of the Company, and no other company or corporate action proceeding on the part of the Company Parties 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 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 other documents to which the Company is Parties are parties contemplated hereby. This Agreement has been, and on or prior to the Closing, the other documents contemplated hereby will be a party as of the Effective Time has been or will be be, duly and validly executed and delivered by it each of the Company Parties, and (assuming that this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties hereto, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company Parties is or will be a party as of contemplated hereby will constitute, assuming the Effective Time constitutes due authorization, execution and delivery by the other Parties thereto, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the CompanyCompany Parties, enforceable against it the Company Parties 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 equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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. Subject to Holdings has the receipt of the Company Shareholder Approval, the Company has all requisite corporate limited liability company power and authority to execute and deliver this Agreement and the each Transaction Documents Agreement to which it is or will be a party and (subject to the approvals described in Section 5.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the such Transaction Documents to which it is or will be a party as of the Effective Time Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, the board of managers of Holdings and no other corporate action limited liability company proceeding on the part of the Company Holdings or any of its equityholders is necessary to authorize this Agreement or the such Transaction Documents to which it is Agreements 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 Distribution DateHoldings’ performance hereunder or thereunder. This Agreement has been, and the declaration of the Distribution each such Transaction Agreement (when executed and delivered by the Company Board (the effectiveness of which is subject to the satisfaction orHoldings) will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it Holdings and, assuming due and (assuming that valid authorization, execution and delivery by each other party hereto and thereto, this Agreement or constitutes, and each such other applicable Transaction Documents to which each of Parent and Merger Sub is or Agreement will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the CompanyHoldings, enforceable against it Holdings in accordance with its terms, subject to applicable bankruptcythe Enforceability Exceptions. The copy of the Holdings Board Approval provided to Acquiror prior to the date hereof is true, insolvencycorrect and complete, fraudulent conveyance, reorganization, moratorium is effective and similar Laws affecting creditors’ rights generally has not been revoked and subject, as is the only approval of the board of managers of Holdings or any of the equityholders of Holdings to enforceability, approve relating to general principles of equity (collectivelythe Transaction Agreements, the “Remedies Exception”)transactions contemplated hereby and thereby and the performance of the obligations of Holdings hereunder and thereunder.

Due Authorization. Subject to the receipt of the The Company Shareholder Approval, the Company has all requisite corporate and Mill▇▇ ▇▇▇e full power and authority to execute execute, deliver and deliver perform this Agreement and to carry out the Transaction Documents to which it is or will be a party and to consummate the Transactionstransactions contemplated hereby. The execution, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Datedelivery, 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). The execution and delivery by the Company performance of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 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 TransactionsCompany. Each of this This Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of Mill▇▇ ▇▇▇ constitutes the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation obligations of the CompanyCompany and Mill▇▇, enforceable against it ▇▇forceable in accordance with its terms, subject except to applicable the extent that enforceability may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws insolvency or other laws affecting creditors’ ' rights generally and subjectdebtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief (the "EQUITABLE EXCEPTIONS"). The execution, delivery, and performance of this Agreement (as well as all other instruments, agreements, certificates, or other documents contemplated hereby) by the Company and Mill▇▇, ▇▇ not (a) violate any Requirements of Laws or any Court Order of any Governmental Body applicable to enforceabilitythe Company or any of the Shareholders, or their respective properties, (b) violate or conflict with, or permit the cancellation of, or constitute a default under, any material agreement to general principles which the Company or Mill▇▇ ▇▇ a party, or by which any of equity them or any of their respective properties is bound, (collectivelyc) permit the acceleration of the maturity of any material indebtedness of, or indebtedness secured by the property of, the “Remedies Exception”)Company or Mill▇▇, (▇) violate or conflict with any provision of the charter or bylaws of the Company, or (e) except for filings, approvals or expiration of the applicable waiting periods under the HSR Act and such consents, approvals, or registrations as may be required under applicable state securities laws, require any consent, approval or authorization of, or notice to, or declaration, filing or registration with, any Governmental Body or other third party.

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder Shareholders’ Approval, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Company Board, and no other company or corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Initial Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Initial Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with 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 equity. (collectivelyb) 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 “Remedies ExceptionCompany 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. Subject to the receipt of the Company Shareholder Approval, the The Company has all the requisite corporate power and authority to execute and deliver this Agreement and the each Transaction Documents Agreement to which it is or will be a party and (subject to the approvals described in Section 5.05) to perform all obligations to be performed by it hereunder and thereunder 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 (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution execution, delivery and delivery by the Company performance of this Agreement and the such Transaction Documents to which it is or will be a party as of the Effective Time Agreements and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its partthe board of directors of the Company, and and, other than the Company Stockholder Approval, no other corporate action proceeding on the part of the Company is necessary to authorize this Agreement or such Transaction Agreements or the Transaction Documents to which it is Company’s performance hereunder 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 Distribution Datethereunder. This Agreement has been, and the declaration of the Distribution each such Transaction Agreement (when executed and delivered by the Company Board (the effectiveness of which is subject to the satisfaction orCompany) will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and, assuming due and (assuming that valid authorization, execution and delivery by each other party hereto and thereto, this Agreement or constitutes, and each such other applicable Transaction Documents to which each of Parent and Merger Sub is or Agreement will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or 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 (collectivelythe “Enforceability Exceptions”). At a meeting duly called and held, the “Remedies Exception”)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 Merger, (ii) approved this Agreement and the Transactions, including the 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 Merger, 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. Subject to the receipt of (a) Other than the Company Shareholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe board of directors of the Company, and no other company or corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Amalgamation Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Amalgamation Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) 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 “Remedies Exception”)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. Subject to the receipt of (a) Other than the Company Shareholder ApprovalStockholder Approvals, the Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and no other corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite right, corporate power and authority to execute and deliver enter into this Agreement and the Transaction Documents Related Agreements, and, subject to which it is or will be a party and obtaining the Stockholder Approval, to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement, the Related Agreements, and the compliance by the Company with each of the provisions of this Agreement and the Transaction Documents to which it is or will be a party as Related Agreements (i) are within the corporate power and authority of the Effective Time Company, and (ii) subject to obtaining the consummation of the Transactions Stockholder Approval, have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 Distribution DateCompany. This Agreement has been, and the declaration each of the Distribution Related Agreements, when executed and delivered by the Company Board (the effectiveness of which is subject to the satisfaction orCompany, to the extent permitted by applicable Lawwill be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company. This Agreement constitutes, and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes orRelated Agreements, when executed and delivereddelivered by the Company will constitute, will constitute the legal, a valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity equity. The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company (collectivelythe "Board of Directors") and will be effective upon the Closing. (b) The Shares have been duly authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the “Remedies Exception”Shares will be validly issued, fully paid and nonassessable. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law (the "DGCL"), the rules of the New York Stock Exchange (the "NYSE") or the consent of any other party will be required for the issuance of the Shares. The shares of Common Stock issuable upon conversion of the Shares have been duly authorized by the Company and, when issued upon conversion of the Shares in accordance with the Series A Certificate of Designations or the Series B Certificate of Designations, as appropriate, will be validly issued, fully paid and nonassessable. At the Closing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors under the DGCL, the rules of the NYSE or the consent of any other party, other than the approval of the NYSE and the Pacific Exchange, Inc. (the "PCX") of the listing of such shares of Common Stock on the NYSE and PCX, will be required for such issuance of Common Stock. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares or the issuance of shares of Common Stock issuable upon conversion of the Shares other than such rights held pursuant to the Goldman Governance Agreement, the Restated Governance Agreement and the Stockholders Agreement.

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder ApprovalStockholder Approvals, the Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action Transactions and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Company Board, and no other corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company. This Agreement constitutes, and (assuming that this Agreement on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Remedies ExceptionEnforceability 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. Subject to the receipt of the Company Shareholder Approval, the Company (a) Metaldyne has all requisite full corporate power and authority to execute and deliver this Agreement and the Transaction Documents Related Agreements to which it is or will to be a party and to perform its obligations and consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery performance by the Company Metaldyne of this Agreement and the Transaction Documents Related Agreements to which it is or will to be a party as of the Effective Time and the consummation of the Transactions have been duly authorized and validly approved by all necessary and proper corporate action on its part, and no other corporate action actions or proceedings on the part of the Company is Metaldyne necessary to authorize this Agreement or Agreement, the Transaction Documents Related Agreements to which it is or will to be a party as of or the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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 Transactionsthereby. Each of this Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time Metaldyne has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents and, on the Closing Date, will have duly and validly executed and delivered, the Related Agreements to which each of Parent and Merger Sub it is or will to be a party. This Agreement constitutes and, on the Closing Date, the Related Agreements to which it is to be a party as of will constitute (assuming, in each case, due execution and delivery by the Effective Time constitutes a other parties thereto) legal, valid and binding obligation obligations of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the CompanyMetaldyne, enforceable against it Metaldyne in accordance with its their respective terms, subject except to the extent such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and fraudulent transfer or other similar Laws laws of general applicability relating to or affecting creditors’ ' rights generally from time to time in effect and subject, as to enforceability, to general principles of equity, including concepts of materiality, reasonableness, good faith and fair dealing, regardless of whether in a proceeding in equity or at law. (collectivelyb) The shares of Series A-1 Preferred Stock, par value $1.00 per share, having the “Remedies Exception”rights, privileges and preferences set forth in the form of Certificate of Designation attached to the Operating Agreement (the "Series A-1 Preferred Stock"), issuable to Seller in connection with a Metaldyne Call Option Closing have been duly authorized for issuance and sale to Seller pursuant to the Operating Agreement, and, when issued and delivered by Metaldyne pursuant to the Operating Agreement against payment of the consideration set forth therein, will be validly issued, fully paid and non-assessable. The shares of the Series A-2 Preferred Stock, par value $1.00 per share, having the rights, privileges and preferences set forth in the Certificate of Designation attached to the Operating Agreement (the "Series A-2 Preferred Stock"), issuable to the holders of the Series A-1 Preferred Stock in exchange for shares of Series A-1 Preferred Stock pursuant to such Certificate of Designation have been duly authorized for issuance pursuant to the terms of such Certificate of Designation, and when issued and delivered by Metaldyne pursuant thereto will be validly issued fully paid and nonassessable. Any such issuance of shares of the Series A-1 Preferred Stock or the Series A-2 Preferred Stock is not subject to any preemptive or other similar rights of any security holder of Metaldyne.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the Company (a) Buyer Parent has all requisite necessary corporate power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution DateAgreement, 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). The execution and delivery by the Company of this Agreement and the Transaction performance of all of its obligations hereunder have been duly authorized by Buyer Parent. Without limiting the foregoing, Buyer Parent has obtained all corporate approvals required under applicable Laws and applicable rules of the national securities exchange on which Buyers’ Common Stock is listed to issue the Shares in accordance with Section 3.2(b) except any approval by Buyer Parent’s stockholders required by such national securities exchange in connection therewith. The signing, delivery and performance by Buyer Parent of this Agreement is not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of Buyer Parent, or of any material Contract binding on Buyer Parent, or of any applicable Order. This Agreement has been duly executed and delivered by Buyer Parent, and (assuming due authorization, execution and delivery by each other Party thereto) this Agreement constitutes, and when executed and delivered by Buyer Parent, will constitute, legal, valid and binding obligations of Buyer Parent enforceable against Buyer Parent in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally. (b) Each Buyer has all necessary corporate power and authority to execute, deliver and perform its obligations under the Ancillary Agreements to which it is or a party, and the execution and delivery of such agreements and the performance of all of its obligations thereunder will be a party as of the Effective Time and the consummation of the Transactions transactions contemplated thereunder, prior to the Closing, have been duly authorized by all necessary each such Buyer. The signing, delivery and proper corporate action on its part, and no other corporate action on the part performance by each Buyer of the Company is necessary to authorize this Ancillary Agreement or the Transaction Documents to which it is or will be a party as are not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Effective Time orOrganizational Documents of such Buyer, subject or of any material Contract binding on such Buyer, or of any applicable Order. The Ancillary Agreements, upon their delivery at or prior to such further action of the Company Board requiredClosing, if applicable, to establish the Record Date and the 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 the Company is or will be a party as of the Effective Time has have been or will be duly and validly executed and delivered by it and (assuming each Buyer that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid thereto and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Companyeach Buyer that is a party thereto, enforceable against it each such Buyer in accordance with its their respective terms, subject to except as enforceability may be limited or affected by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and similar reorganization or other Laws of general application relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Remedies Exception”)generally.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, or will when executed and delivered, will delivered constitute the legal, valid and binding obligation of the Company, enforceable against it 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 (collectively, the “Remedies Exception”).

Due Authorization. Subject to the receipt of the Company Shareholder ApprovalThe execution, the Company has all requisite corporate power delivery and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company performance of this Agreement and the Transaction other Loan Documents to which it the Borrower, any Subsidiary Guarantor or the Trust is or will be is to become a party as and the transactions contemplated hereby and thereby (i) are within the authority of the Effective Time Borrower, such Subsidiary Guarantor and the consummation of the Transactions Trust, (ii) have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action proceedings on the part of the Company is necessary to authorize this Agreement Borrower, such Subsidiary Guarantor or the Transaction Documents to which it is Trust and any general partner or will be a party as manager thereof, (iii) do not conflict with or result in any breach or contravention of the Effective Time orany provision of law, subject to such further action of the Company Board requiredstatute, if applicable, to establish the Record Date and the 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 rule or regulation to which the Company Borrower, such Subsidiary Guarantor or the Trust is subject or will be a party as any judgment, order, writ, injunction, license or permit applicable to the Borrower, such Subsidiary Guarantor or the Trust, (iv) do not conflict with any provision of the Effective Time has been Organizational Documents of the Borrower, such Subsidiary Guarantor or will be duly and validly executed and delivered by it the Trust or any general partner or manager thereof, or with the Tech LP Agreement, (v) do not contravene any provisions of, or constitute Default or Event of Default hereunder, and (assuming that this Agreement vi) will not cause a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Borrower, such Subsidiary Guarantor, FP Redland Tech or the Trust or any of the Borrower’s, such Subsidiary Guarantor’s, FP Redland Tech’s or the Trust’s properties (except for any such failure to comply under any such other applicable Transaction Documents to which each of Parent agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and Merger Sub is adversely affect the business, operations, assets, condition (financial or will be a party as otherwise) or properties of the Effective Time constitutes a legalTrust, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation FPLP or any other member of the CompanyPotomac Group) or result in the creation of any mortgage, enforceable against it in accordance with its termspledge, subject to applicable bankruptcysecurity interest, insolvencylien, fraudulent conveyanceencumbrance or charge upon any of the properties or assets of the Borrower, reorganizationsuch Subsidiary Guarantor, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, FP Redland Tech or the “Remedies Exception”)Trust.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate right, power and authority to execute and deliver enter into this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (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)transactions contemplated hereby. The (a) execution and delivery by the Company of this Agreement Agreement, (b) issuance, sale and the Transaction Documents to which it is or will be a party as delivery of the Effective Time Shares by the Company and (c) compliance by the consummation Company with each of the Transactions provisions of this Agreement (i) are within the corporate power and authority of the Company and (ii) have been duly authorized by all necessary and proper requisite corporate action on its part, and no other corporate action on the part of 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 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 TransactionsCompany. Each of this This Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company, and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent constitutes a valid and Merger Sub is or will be a party as binding obligation of the Effective Time Investors) this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, enforceable against it the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to limitations imposed by general principles of equity equity. (collectivelyb) The Shares have been duly authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the “Remedies Exception”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. Subject to the receipt (a) Each of the Company Shareholder Approval, the Company ListCo and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents each other Ancillary Document to which it is or will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section 4.03 or Section 4.05) to perform all obligations to be performed by it hereunder and thereunder 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 (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction such other Ancillary Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly and validly authorized and approved by all necessary the ListCo Board, the sole stockholder of Merger Sub, and proper corporate action on its part, the sole director of Merger Sub and no other corporate action or equivalent proceeding on the part of the Company ListCo or Merger Sub is necessary to authorize this Agreement or such other Ancillary Documents or ListCo’s or Merger Sub’s performance hereunder or thereunder, except for the Transaction Documents to which it is or will be a party as adoption and approval by the ListCo Stockholders of the Effective Time or, subject to such further action issuance of the Company Board requiredListCo Class A Common Stock underlying the Pre-Funded Warrants, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution as contemplated 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 as required to which the Company is or will be a party as of the Effective Time comply with Nasdaq listing rules. This Agreement has been, and each Ancillary Document has been or will be (when executed and delivered by ListCo and Merger Sub) duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent ListCo and Merger Sub is and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each Ancillary Document constitutes or will be a party as of the Effective Time constitutes constitute a legal, valid and binding obligation of each of Parent ListCo and Merger Sub, enforceable against ListCo and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms. (b) At a meeting duly called and held, the ListCo Board has unanimously: (i) approved and declared advisable this Agreement and the other Ancillary Documents and the Transactions including the execution, delivery, and performance thereof, and the consummation of the Transactions contemplated by this Agreement, including the Merger and the issuance of the ListCo Class A Common Stock and the Pre-Funded Warrants, upon the terms and subject to applicable bankruptcythe conditions set forth herein, insolvency(ii) determined that this Agreement and the Transactions are in the best interests of ListCo and the ListCo Stockholders, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject(iii) directed that the issuance of the ListCo Class A Common Stock underlying the Pre-Funded Warrants, as contemplated by this Agreement and as required to enforceabilitycomply with Nasdaq listing rules, be submitted to general principles a vote of equity the ListCo Stockholders for adoption at the Stockholder Meeting, and (collectively, iv) resolved to recommend that the ListCo Stockholders vote in favor of approval of such proposal (the “Remedies ExceptionListCo Board Recommendation”). (c) At a meeting duly called and held, the sole director of the of Merger Sub has: (i) approved and declared advisable this Agreement and the other Ancillary Documents and the Transactions, (ii) determined that this Agreement and the Transactions are in the best interests of Merger Sub and its sole stockholder, and (iii) resolved to recommend the adoption of this Agreement by the sole stockholder of Merger Sub. (d) The sole stockholder of Merger Sub has approved this Agreement and the other Ancillary Documents and the Transactions.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite corporate company power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Document to this Agreement to which it is or will be a party and (subject to the approvals described in Section 4.5 and the adoption of this Agreement and approval of the Merger by holders of (i) a majority of the voting power of the outstanding shares of Company Capital Stock, voting as a single class in accordance with the Company Certificate of Incorporation, (ii) a majority of the then-outstanding shares of Company Preferred Stock (the “Company Requisite Approval”), and (iii) the Company Preferred Stock Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. Prior to the Closing, except for such further action the Company has received or shall have received the consent of at least a majority of the outstanding shares of Company Board required, if applicable, to establish Preferred Stock approving the Record Date transactions contemplated hereby and the Distribution Date, and the declaration of the Distribution by the Company Board Omnibus Exchange Agreement, including each item set forth on the Attachment “Exchange” (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“Company Preferred Stock Requisite Approval”). The execution execution, delivery, and delivery by the Company performance of this Agreement and the Transaction such Ancillary Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary the Company Board and, upon receipt of the Company Requisite Approval and proper corporate action on its partthe Company Preferred Stock Requisite Approval, and no other corporate action company proceeding on the part of the Company is necessary to authorize this Agreement or such Ancillary Documents or the Transaction Documents to which it is Company’s performance hereunder 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 Distribution Datethereunder. This Agreement has been, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction oreach such Ancillary Document will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and, assuming due authorization and (assuming that this Agreement or such execution by each other applicable Transaction Documents to which each of Parent party hereto and Merger Sub is thereto, constitutes, or will be a party constitute, as of the Effective Time constitutes applicable, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable))valid, constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, equity. The Company Requisite Approval and the “Remedies Exception”)Company Preferred Stock Requisite Approval are the only votes of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. Subject to the receipt any required approvals of the Company Shareholder ApprovalBankruptcy Court, the Company has all shall have the requisite corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is or will be a party and shall have the requisite corporate power and authority to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares, the Warrants and the Commitment Shares by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the New Common Stock issuable upon conversion of the Series A Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the New Common Stock issuable upon exercise of the Warrants (the "Warrant Shares), and the consummation by the Company of the transactions contemplated hereby and thereby) (i) are within the corporate power and authority of the Company and (ii) upon confirmation of the Plan, shall have been duly authorized by all necessary corporate action of the Company. Subject to any required approvals of the Bankruptcy Court, this Agreement has been, and each of the other Transaction Documents to which the Company is a party when executed and delivered by the Company shall be, duly and validly executed and delivered by the Company. Assuming due authorization, execution and delivery by each Purchaser of the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its partparty, this Agreement constitutes, and no each of such other corporate action on the part of 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly when executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be the Company shall constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity 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, (collectivelyx) the Preferred Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite right, corporate power and authority to execute and deliver enter into this Agreement and the Transaction Documents Related Agreements, and, subject to which it is or will be a party and obtaining the Stockholder Approval, to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement, the Related Agreements, and the compliance by the Company with each of the provisions of this Agreement and the Transaction Documents to which it is or will be a party as Related Agreements (i) are within the corporate power and authority of the Effective Time Company, and (ii) subject to obtaining the consummation of the Transactions Stockholder Approval, have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 Distribution DateCompany. This Agreement has been, and the declaration each of the Distribution Related Agreements, when executed and delivered by the Company Board (the effectiveness of which is subject to the satisfaction orCompany, to the extent permitted by applicable Lawwill be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company. This Agreement constitutes, and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes orRelated Agreements, when executed and delivereddelivered by the Company will constitute, will constitute the legal, a valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity equity. The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company (collectivelythe "Board of Directors") and will be effective upon the Closing. (b) The Shares have been duly authorized by the Company and, when issued, sold and delivered in accordance with this Agreement, the “Remedies Exception”Shares will be validly issued, fully paid and nonassessable. At the Closing, no further approval or authority of the stockholders or the Board of Directors under the Delaware General Corporation Law (the "DGCL"), the rules of the New York Stock Exchange (the "NYSE") or the consent of any other party will be required for the issuance of the Shares. The shares of Common Stock issuable upon conversion of the Shares have been duly authorized by the Company and, when issued upon conversion of the Shares in accordance with the Series A Certificate of Designations or the Series B Certificate of Designations, as appropriate, will be validly issued, fully paid and nonassessable. At the Closing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and no further approval or authority of the stockholders or the Board of Directors under the DGCL, the rules of the NYSE or the consent of any other party, other than the approval of the NYSE and the Pacific Exchange, Inc. (the "PCX") of the listing of such shares of Common Stock on the NYSE and PCX, will be required for such issuance of Common Stock. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares or the issuance of shares of Common Stock issuable upon conversion of the Shares other than such rights held pursuant to the Goldman Governance Agreement, the Restated Goldman Governance Agreement and the Stockholders Agreement.

Due Authorization. Subject (a) The Company has all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the receipt of filings under Section ‎2.3, to consummate the Transactions, and except for obtaining the Company Shareholder Approval, no other corporate actions or proceedings on the part of the Company has all requisite corporate power and authority or its shareholders shall be necessary to execute and deliver authorize this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution execution, delivery and delivery performance by the Company of this Agreement Agreement, and, assuming the representations and warranties set forth in Section ‎5.10 are true and correct, the Transaction Documents to which consummation by it is or will be a party as of the Effective Time and the consummation of the Transactions Merger, have been duly authorized by all necessary the Company Board and, assuming that the Merger is consummated in accordance with the MBCA, except for filing the MBCA Certificate of Merger with the Michigan Department pursuant to the MBCA and proper corporate action on its partsubject to obtaining the Company Shareholder Approval, and no other corporate action on the part of 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 orexecution, subject to such further action of the Company Board required, if applicable, to establish the Record Date delivery and the Distribution Date, and the declaration of the Distribution performance 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 Transactions. (b) The Company Board has adopted resolutions unanimously (i) approving the execution, delivery and performance by the Company is or will be a party as of this Agreement and the consummation of the Effective Time Transactions, (ii) determining that this Agreement and the Transactions are fair to and in the best interests of the Company and the Company’s shareholders, (iii) adopting and declaring advisable this Agreement and the consummation of the Merger and (iv) in accordance with Section 782 of the MBCA, exempting Parent, Merger Sub, this Agreement and the Transactions from the requirements of Section 780 of the MBCA, and (v) recommending that the shareholders of the Company approve this Agreement (the “Recommendation”), which resolutions have not, except after the date of this Agreement as permitted by Section ‎6.4, been subsequently rescinded, modified or withdrawn. The Company Shareholder Approval is the only vote of holders of securities of the Company which is required to approve this Agreement and consummation of the Merger and the other Transactions. (c) The Company has been or will be duly and validly executed and delivered this Agreement. Assuming the due authorization, execution and delivery hereof by it Parent, Merger Sub and (assuming that Guarantor, this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, Company enforceable against it the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyanceconveyance moratorium, reorganization, moratorium and reorganization or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and subjectby rules of Law governing specific performance, as to enforceability, to general injunctive relief and equitable principles of equity (collectively, the “Remedies ExceptionEnforceability Exceptions”).

Due Authorization. Subject to the receipt (a) Each of the Company Shareholder Approval, and Merger Sub has the Company has all requisite corporate power and authority to execute and deliver this Agreement and the each other Transaction Documents Agreement to which it is or will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section 4.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date Transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the such other Transaction Documents to which it is or will be a party as of the Effective Time Agreements and the consummation of the Transactions contemplated hereby and thereby have been duly authorized by all necessary the Company Board and proper corporate action on its partthe board of directors of Merger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.05, no other corporate action proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement or any other Transaction Agreements or the Transaction Documents to which it is Company’s 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 Distribution DateMerger Sub’s performance hereunder or thereunder. This Agreement has been, 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 each such other Transaction Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has been or will be (when executed and delivered by the Company or Merger Sub as applicable), duly and validly executed and delivered by it the Company or Merger Sub, as applicable, and, assuming due and (assuming that valid authorization, execution and delivery by each other party hereto and thereto, this Agreement or constitutes, and each such other applicable Transaction Documents to which each of Parent and Merger Sub is Agreement constitutes or will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the CompanyCompany or Merger Sub, as applicable, enforceable against it the Company or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or 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 (collectively, the “Remedies ExceptionEnforceability 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) passed a resolution recommending to the Company Shareholders the approval of the Company Transaction Proposals. On or prior to the date of this Agreement, the board of directors of Merger Sub has unanimously (i) determined that it is in the best interests of Merger Sub to enter into this Agreement and the other Transaction Agreements to which Merger Sub is or will be a party and (ii) approved this Agreement, the other Transaction Agreements to which Merger Sub is or will be a party and the Transactions to which Merger Sub is a party, including the First Merger and First Plan of Merger. On or prior to the date of this Agreement, subject to receipt of the Company Shareholder Approval, 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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate power and and, subject to obtaining the Company Equityholder Approval, authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder (including the Company Board required, if applicable, to establish the Record Date Merger and the 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 AgreementPre-Closing Restructuring). The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and and, other than the Company Equityholder Approval, no other corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”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 Merger and the Pre-Closing Restructuring) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Merger and the Pre-Closing Restructuring). No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the other documents to which the Company is a party contemplated hereby or to approve the transactions contemplated hereby and thereby (including the Merger and the Pre-Closing Restructuring) other than the Company Equityholder Approval, including pursuant to the Governing Documents of the Company and applicable Law (including the DGCL). The Restructuring Company Equityholder Approval has been 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 Restructuring Written Consent, and the Restructuring Written Consent constitutes the irrevocable Restructuring Company Equityholder Approval. Upon the execution and delivery of the Written Consent as contemplated by the Company Holders Support Agreement, the Company Equityholder Approval will be duly and validly obtained in accordance with applicable Law (including the DGCL) and the Governing Documents of the Company, and, when delivered, the Written Consent will constitute the irrevocable Company Equityholder Approval.

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder Stockholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and no other company or corporate action proceeding on the part of the Company (other than the Company Stockholder Approval) 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing and upon execution by the Company, such other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of contemplated hereby will constitute, assuming the Effective Time constitutes due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity (collectivelythe "Bankruptcy and Equity Exceptions"). (b) On or prior to the date of this Agreement, the “Remedies Exception”)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 Mergers or the Preferred Stock Conversion other than the Company Stockholder Approval.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Agreement to which it is, or is or will be contemplated to be, a party and (subject 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, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of the Company is necessary to authorize this each Ancillary 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 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 the Company is, or is or will be contemplated to be, a party as have been duly and validly authorized and approved by the Company Board. This Agreement has been, and each of the Effective Time Ancillary Agreements to which the Company is, or is contemplated to be, a party has been or will be be, as applicable, duly and validly executed and delivered by it the Company, and (assuming that this Agreement or such other applicable Transaction Documents constitutes, and each Ancillary Agreement to which each of Parent and Merger Sub the Company is, or is or will be contemplated to be, a party constitutes or, upon execution prior to the Closing, as of the Effective Time constitutes applicable, will constitute, a legal, valid and binding obligation of the Company (assuming, in each case, the due and valid execution and delivery by each of Parent and Merger Sub (as applicablethe other parties hereto or thereto)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Remedies ExceptionEnforceability 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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is or will be a party and (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the TransactionsTransactions (including the Amalgamation), except for such further action in each case, subject to receipt of the Requisite Company Board required, if applicable, to establish the Record Date Shareholder Approval and the Distribution Dateconsents, approvals, authorizations 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 other requirements described in the Separation and Distribution Agreement)Section 3.5. The execution execution, delivery and delivery performance by the Company of this Agreement and the other Transaction Documents Agreements to which it is or will be a party as of the Effective Time and the consummation by the Company of the Transactions (including the Amalgamation) have been duly and validly authorized by all necessary and proper corporate action on its partrequisite action, including approval by the board of directors of the Company, and, following receipt of the Requisite Company Shareholder Approval, the Company Shareholders as required by the Singapore Companies Act, and no other corporate action proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been and, upon execution by the Company, such other Transaction Documents Agreements to which it is or will be a party as of the Effective Time orwill be, subject to 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 (the effectiveness of which is subject at or prior to the satisfaction orClosing, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and (assuming that this Agreement or any such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time agreement constitutes a an authorized legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will the counterparties thereto) constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Remedies Exception”). (b) At a meeting duly called and held, the board of directors of the Company has unanimously: (a) determined that it is fair and in the best interests of the Company and Company Shareholders, and declared it advisable, to enter into this Agreement and the other Transaction Agreements providing for the Amalgamation in accordance with the Singapore Companies Act; (b) approved this Agreement and the Transactions, including the Amalgamation in accordance with the Singapore Companies Act, on the terms and subject to the conditions of this Agreement; and (c) adopted a resolution recommending the Transactions be approved, and the Agreement be adopted, by the Company Shareholders in accordance with the Company’s Charter Documents (the “Company Recommendation”).

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder ApprovalStockholder Approvals, the Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe board of directors of the Company, and no other corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company. This Agreement constitutes, and (assuming that this Agreement on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite right, corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is or will be a party, the issuance and sale of the Preferred Stock and the Warrants by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party as (including the reservation and issuance of the Effective Time shares of Common Stock on any conversion of the Preferred Stock or any exercise of the Warrants (collectively, the "Common Shares") and the consummation by the Company of the Transactions transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company and (b) have been duly authorized by all necessary and proper requisite corporate action on its part, and no other corporate action proceedings on the part of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as Board of the Effective Time or, subject to such further action of the Company Board requiredDirectors and, if applicable, to establish the Record Date and stockholders of the Distribution DateCompany. This Agreement has been, and the declaration each 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 other Transaction Documents to which the Company is or will be a party as of when executed and delivered by the Effective Time has been or Company will be be, duly and validly executed and delivered by it the Company, and (assuming that this Agreement or constitutes, and each of such other applicable Transaction Documents to which each of Parent (other than the Preferred Shares) when executed and Merger Sub is or delivered by the Company will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, enforceable against it the Company in accordance with its terms, subject to except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ now or hereafter in effect relating to the rights of creditors generally and subjectby legal and equitable limitations on the enforceability of specific remedies (regardless of whether enforcement is considered in a proceeding in equity or at law). The shares of Preferred Stock and all Common Shares issuable upon conversion of the Preferred Stock and exercise of the Warrants have been validly reserved for issuance, and upon payment of the Purchase Price in the case of the Preferred Stock and Warrants and upon conversion of the Preferred Stock or the exchange of the Warrants in the case of the Common Shares, such shares of Preferred Stock, Warrants and Common Shares, as to enforceabilitythe case may be, to general principles will be duly and validly issued and outstanding, fully paid, and nonassessable and issued free of equity preemptive rights. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Preferred Stock will be set forth in the Certificate of Designation of the Preferred Stock (collectivelythe "Certificate of Designation"), the “Remedies Exception”)form of which is attached as Exhibit 2.2.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the Company has all requisite All corporate power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action actions on the part of the Company is necessary to authorize this Agreement or for the Transaction Documents to which it is or will be a party as authorization, execution, delivery of, and the performance of the Effective Time or, subject to such further action all obligations of the Company Board requiredunder this Agreement, if applicablethe Registration Rights Agreement, to establish substantially in the Record Date form attached hereto as Exhibit D (the "Registration Rights Agreement"), each of the Security Documents (as defined below) and the Distribution DateNotes and each of the other agreements entered into and documents delivered by the parties hereto in connection with the transactions contemplated by this Agreement (collectively, the “Transaction Documents”) and the declaration authorization, issuance, reservation for issuance and delivery 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 Notes being sold under this Agreement and the shares of Common Stock issuable upon conversion of the Notes (the “Conversion Shares”) have been taken, and no further filing, consent, or authorization is required by the Company, its Board of Directors or its stockholders for the authorization, execution, delivery of, and the performance of all obligations of the Company under the Transaction Documents. The Transaction Documents to which the Company is or will be a party as of the Effective Time has have been or will be duly and validly executed and delivered by it the Company, and (assuming that this Agreement constitute or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its their terms, subject to except (a) as may be limited by (i) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws reorganization or others laws of general application relating to or affecting the enforcement of creditors’ rights generally and subject, (ii) the effect of rules of law governing the availability of equitable remedies and (b) as rights to enforceability, to general indemnity or contribution may be limited under federal or state securities laws or by principles of public policy thereunder. Each of the Subsidiaries party to any of the Transaction Documents has the requisite power and authority to enter into and perform its obligations under such Transaction Documents. The execution and delivery by the Subsidiaries party to any of the Transaction Documents of such Transaction Documents and the consummation by such Subsidiaries of the transactions contemplated thereby have been duly authorized by such Subsidiaries' respective boards of directors (or other applicable governing body) and no further filing, consent, or authorization is required by such Subsidiaries, their respective boards of directors (or other applicable governing body) or stockholders (or other applicable owners of equity of such Subsidiaries). The Transaction Documents to which any of the Subsidiaries are parties have been duly executed and delivered by such Subsidiaries, and constitute the legal, valid and binding obligations of such Subsidiaries, enforceable against them in accordance with their respective terms, except (collectivelya) as may be limited by (i) applicable bankruptcy, insolvency, reorganization or others laws of general application relating to or affecting the “Remedies Exception”)enforcement of creditors’ rights generally and (ii) the effect of rules of law governing the availability of equitable remedies and (b) as rights to indemnity or contribution may be limited under federal or state securities laws or by principles of public policy thereunder.

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe board of directors of the Company, and no other company or corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Amalgamation Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Amalgamation Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) 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 Ordinary 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 Ordinary 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 “Remedies Exception”)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. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate power and authority to execute execute, deliver, enter into and deliver perform its obligations under this Agreement and the Transaction Documents Ancillary Agreements to which it is or will be a party and, subject to, in the case of the consummation of the Merger, adoption of this Agreement and the transactions contemplated hereby by the affirmative vote or consent of (i) the holders of a majority of the shares of Company Common Stock and Company Series 1 Preferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis) and (ii) the holders of a majority of the shares of Company Series 1 Preferred Stock, in accordance with the Company Organizational Documents (collectively, “Company Stockholder Approval”), to consummate the Transactionstransactions contemplated hereby. (b) The execution, except for such further action of the Company Board required, if applicable, to establish the Record Date delivery and the 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). The execution and delivery performance by the Company of this Agreement and the Transaction Documents each Ancillary Agreement to which it any Company Entity is or will be a party as of the Effective Time and the consummation by the Company Entities of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, and no other requisite corporate action on the part of the Company is Entities and no other corporate proceedings on the part of any Company Entity are necessary to authorize the execution, delivery and performance of this Agreement or the Transaction Documents Agreement, any Ancillary Agreements to which it is or will be a party as or to consummate the Merger and the other transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote or consent of the Effective Time or, subject to such further action holders of any class or series of the Company Board required, if applicable, Company’s capital stock required to establish the Record Date approve and the 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 adopt this Agreement and the Transaction Documents Ancillary Agreements and approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. This Agreement has been, and each Ancillary Agreement to which the any Company Entity is or will be a party as of the Effective Time has been or will be be, duly and validly executed and delivered by it such Company Entities and, assuming due authorization, execution and (assuming that this Agreement or such delivery by each other applicable Transaction Documents to which each of Parent party hereto and Merger Sub is thereto, constitute, or will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Companysuch Company Entities, enforceable against it such Company Entities in accordance with its their respective terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws affecting creditors’ the enforcement of creditor’s rights generally and subjectas limited by the availability of specific performance and other equitable remedies or applicable equitable principles (regardless of whether considered in a proceeding at Law or in equity). (c) The Company Board, by written resolutions adopted by unanimous vote and not subsequently rescinded or modified in any way adverse to Parent or Merger Sub, has, as of the date hereof, (i) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the Transactions, including the Merger, in accordance with the DGCL, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to enforceability, the Company Stockholders for adoption and (iv) resolved to general principles recommend that the Company Stockholders adopt the “agreement of equity merger” set forth in this Agreement (collectively, the “Remedies ExceptionCompany Board Recommendation”).

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite corporate company power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Document to this Agreement to which it is or will be a party and (subject to the approvals described in Section 4.5 and the adoption of this Agreement and approval of the Merger by holders of (i) a majority of the voting power of the outstanding shares of Company Capital Stock, voting as a single class in accordance with the Company Certificate of Incorporation and (ii) a majority of the then outstanding shares of Company Preferred Stock (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. Prior to the Closing, except for such further action the Company has received or shall have received the consent of at least a majority of the outstanding shares of Company Board requiredPreferred Stock approving the Company Preferred Stock Conversion. The execution, if applicable, to establish the Record Date and the Distribution Datedelivery, 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). The execution and delivery by the Company performance of this Agreement and the Transaction such Ancillary Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Company Board and, and upon receipt of the Company Requisite Approval, no other corporate action company proceeding on the part of the Company is necessary to authorize this Agreement or such Ancillary Documents or the Transaction Documents to which it is Company’s performance hereunder 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 Distribution Datethereunder. This Agreement has been, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction oreach such Ancillary Document will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and, assuming due authorization and (assuming that this Agreement or such execution by each other applicable Transaction Documents to which each of Parent party hereto and Merger Sub is thereto, constitutes, or will be a party constitute, as of the Effective Time constitutes applicable, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable))valid, constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, equity. The Company Requisite Approval is the “Remedies Exception”)only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the Company Each MRM Seller has all requisite corporate company or limited ----------------- liability company (as the case may be) power and authority to execute and deliver enter into this Agreement and the Transaction Documents to which it is or will be a party its Related Agreements and to consummate the Transactions, except for such further action of transactions contemplated hereby and thereby. Each Management Stockholder has the Company Board required, if applicable, legal capacity to establish enter into this Agreement and its Related Agreements and to consummate the Record Date transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery performance by the Company each MRM Seller of this Agreement and its Related Agreements, and the Transaction Documents to which it is or will be a party as consummation by such MRM Seller of the Effective Time transactions contemplated hereby and thereby, have been duly and validly approved by such MRM Seller and no other company or limited liability company (as the case may be) actions or proceedings on the part of such MRM Seller are necessary to authorize the execution, delivery and performance of this Agreement and its Related Agreements and the consummation of the Transactions have been duly authorized by all necessary transactions contemplated hereby and proper corporate action on its part, and no other corporate action on the part of 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 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 Transactionsthereby. Each of this Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time Seller has been or will be duly and validly executed and delivered by it and (assuming that this Agreement and has duly and validly executed and delivered (or such prior to or at the Closing or the Second Closing will duly and validly execute and deliver) its Related Agreements. Assuming due authorization (in the case of parties which are not individuals), execution and delivery of this Agreement and its Related Agreements by the other applicable Transaction Documents to which each of Parent parties hereto and Merger Sub is or will be a party as of the Effective Time thereto, this Agreement constitutes a legal, valid and binding obligation of each Seller, and each of Parent such Seller's Related Agreements constitute (or upon execution and Merger Sub (as applicable)), constitutes or, when executed and delivered, delivery by such Seller will constitute the constitute) legal, valid and binding obligation obligations of the Companysuch Seller, in each case, enforceable against it in accordance with its 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 affecting laws in effect that affect the 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 equity (collectively, the “Remedies Exception”"Enforceability Limitations").. --------------------------

Due Authorization. Subject to the receipt (a) Each of the Company Shareholder Approval, the Company Acquiror and M▇▇▇▇▇ Sub has all requisite corporate power and authority to execute execute, deliver and deliver perform this Agreement and the Transaction Documents each ancillary agreement to this Agreement to which it is or will be a party and, upon receipt of the Acquiror Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time such ancillary agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly duly, validly and unanimously authorized and approved by all necessary the respective boards of directors of Acquiror and proper corporate action on its partMerger Sub and, and except for the Acquiror Stockholder Approval, no other corporate action proceeding on the part of the Company Acquiror or Merger Sub is necessary to authorize this Agreement or such ancillary agreements or Acquiror’s performance hereunder or thereunder (other than 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 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 adoption of this Agreement by Acquiror in its capacity as the sole stockholder of Merger Sub, which adoption will occur immediately following execution of this Agreement). This Agreement has been, and the Transaction Documents to which the Company is or each such ancillary agreement will be a party as of the Effective Time has been or will be be, duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent Acquiror and Merger Sub is or and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and each such ancillary agreement will be a party as of the Effective Time constitutes constitute, a legal, valid and binding obligation of each of Parent Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject 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 equity. (b) The affirmative vote of holders of the requisite voting power of the outstanding shares of Acquiror Stock required to approve and adopt each Proposal at the Acquiror Meeting, whether in person or by proxy, shall be required to approve each such Proposal in accordance with the Acquiror Organizational Documents and applicable law, and in each case, assuming a quorum is present, the votes to approve the Proposals are the only votes 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 (the approval by Acquiror Stockholders of all of the foregoing, collectively, the “Remedies ExceptionAcquiror Stockholder Approval”). (c) At a meeting duly called and held, the Acquiror Board has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to and in the best interests of Acquiror’s stockholders; (ii) determined that the fair market value of the Company is equal to at least eighty percent (80%) of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof; (iii) approved the transactions contemplated by this Agreement as a Business Combination; and (iv) subject to Section 8.04, resolved to recommend to the Acquiror Stockholders Approval of the transactions contemplated by this Agreement (such recommendation, the “Acquiror Board Recommendation”).

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder Stockholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The Company Stockholder Approval is the only approval by the Company’s stockholders necessary in connection with the consummation of the Company Board required, if applicable, to establish Merger under applicable Law (including the Record Date DGCL) and the 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)Company’s Governing Documents. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and no other company or corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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 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 Stockholder Approval.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate power and authority to execute enter into and deliver perform its obligations under this Agreement and the Transaction Documents Ancillary Agreements to which it is or will be a party and, subject to, (i) in the case of the consummation of the Merger, adoption of this Agreement and approval of the Merger by the General Merger Approval and the Supermajority Approval and (ii) in the case of the consummation of the Pre-Closing Company Charter Amendment, approval of the Pre-Closing Company Charter Amendment by the General Charter Amendment Approval and the Supermajority Approval (approvals in clauses (i) and (ii) collectively, “Company Stockholder Approval”), to consummate the Transactions. (b) The execution, except for such further action of the Company Board required, if applicable, to establish the Record Date delivery and the 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). The execution and delivery performance by the Company of this Agreement and the Transaction Documents each Ancillary Agreement to which it is or will be a party as of the Effective Time and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, and no other requisite corporate action on the part of the Company is and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or the Transaction Documents Agreement, any Ancillary Agreements to which it is or will be a party as or to consummate the Merger and the other transactions contemplated hereby and thereby, subject only(i) in the case of consummation of the Effective Time or, subject to 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 (the effectiveness of which is subject to the satisfaction orMerger, to the extent permitted by applicable Law, waiver receipt of the conditions set forth General Merger Approval and the Supermajority Approval and (ii) in the Separation case of consummation of the Pre-Closing Company Charter Amendment, to the receipt of the General Charter Amendment Approval and Distribution Agreement), consummate the TransactionsSupermajority Approval. Each The Required Merger Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve and adopt this Agreement and the Transaction Documents Ancillary Agreements, and approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby (other than the Pre-Closing Company Charter Amendment). The Required Charter Amendment Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve the Pre-Closing Company Charter Amendment. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by each other party hereto, constitutes, or will constitute, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at Law or in equity). When each Ancillary Agreement to which the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and the Company (assuming that this Agreement or such due authorization, execution and delivery by each other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)thereto), constitutes or, when executed and delivered, such Ancillary Agreement will constitute the legal, a valid and binding obligation of the Company, Company enforceable against it in accordance with its terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws affecting creditors’ the enforcement of creditor’s rights generally and subjectas limited by the availability of specific performance and other equitable remedies or applicable equitable principles (regardless of whether considered in a proceeding at Law or in equity). (c) The Company Board, by written resolutions adopted by unanimous vote and not subsequently rescinded or modified in any way adverse to Acquiror or Merger Sub, has, as of the date hereof (i) determined that this Agreement and the Transactions, including the Merger and the Pre-Closing Company Charter Amendment, are in the best interests of, the Company Stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the Transactions, including the Merger and the Pre-Closing Company Charter Amendment, in accordance with the DGCL, the Company’s Organizational Documents and the Company’s shareholders’ agreement, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to enforceabilitythe Company Stockholders for adoption and the Transactions, including the Merger and the Pre-Closing Company Charter Amendment, be submitted to general principles the Company Stockholders for approval (in each case, including by Supermajority Approval), and (iv) resolved to recommend that the Company Stockholders (including by Supermajority Approval) adopt the “agreement of equity merger” set forth in this Agreement and approve the Transactions (including the Merger and the Pre-Closing Company Charter Amendment (collectively, the “Remedies ExceptionCompany Board Recommendation”).

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate power and authority to execute enter into and deliver perform its obligations under this Agreement and the Transaction Documents Ancillary Agreements to which it is or will be a party and to consummate the Transactionstransactions contemplated hereby and thereby. (b) The execution, except for such further action of the Company Board required, if applicable, to establish the Record Date delivery and the 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). The execution and delivery performance by the Company of this Agreement and the Transaction Documents each Ancillary Agreement to which it is or will be a party as of the Effective Time and the consummation by the Company of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action on its part, and no other requisite corporate action on the part of the Company is and no other corporate proceedings on the part of the Company are necessary to authorize the execution, delivery and performance of this Agreement or the Transaction Documents Agreement, any Ancillary Agreements to which it is or will be a party as or to consummate the Merger and the other transactions contemplated hereby and thereby. The Company Stockholder Approval is the only vote or consent of the Effective Time or, subject to such further action holders of any class or series of the Company Board required, if applicable, Company’s capital stock required to establish the Record Date approve and the 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 adopt this Agreement and the Transaction Documents Ancillary Agreements, and approve the Merger and consummate the Merger and the other transactions contemplated hereby and thereby. This Agreement has been duly and validly executed and delivered by the Company and, assuming due authorization, execution and delivery by each other party hereto, constitutes, or will constitute, a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditor’s rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at Law or in equity). When each Ancillary Agreement to which the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and the Company (assuming that this Agreement or such due authorization, execution and delivery by each other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)thereto), constitutes or, when executed and delivered, such Ancillary Agreement will constitute the legal, a valid and binding obligation of the Company, Company enforceable against it in accordance with its terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws affecting creditors’ the enforcement of creditor’s rights generally and subjectas limited by the availability of specific performance and other equitable remedies or applicable equitable principles (regardless of whether considered in a proceeding at Law or in equity). (c) The Company Board has (i) determined that this Agreement and the Transactions, including the Merger, are in the best interests of the Company Stockholders, (ii) approved and declared advisable the “agreement of merger” (as such term is used in Section 251 of the DGCL) contained in this Agreement and the Transactions, including the Merger, in accordance with the DGCL, the Company’s Organizational Documents and the Company’s shareholders’ agreements, (iii) directed that the “agreement of merger” contained in this Agreement be submitted to enforceabilitythe Company Stockholders for adoption and the Transactions, including the Merger, be submitted to general principles the Company Stockholders for approval (in each case, including by the Company Stockholder Approval), and (iv) resolved to recommend that the Company Stockholders adopt the “agreement of equity merger” set forth in this Agreement and approve the transactions contemplated hereby and thereby, including the Merger (collectively, the “Remedies ExceptionCompany Board Recommendation”). The Company Shareholder Approval has been obtained.

Due Authorization. Subject to the receipt Each of the Company Shareholder Approval, the Company and Merger Sub has all requisite corporate power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is or will be a party party; and (b) carry out the Company’s and M▇▇▇▇▇ Sub’s respective obligations hereunder and thereunder 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 transactions contemplated by the Company Board Transaction Agreements to which they are a party (including the effectiveness of which is Merger), in each case, subject to the satisfaction orMerger Sub Shareholder Approval and consents, to the extent permitted by applicable Lawapprovals, waiver, of the conditions set forth authorizations and other requirements described in the Separation and Distribution Agreement)Section 3.5. The execution and delivery by each of the Company and Merger Sub of this Agreement and the other Transaction Documents Agreements to which it is or will be a party as of the Effective Time and the consummation by each of the Company and Merger Sub of the Transactions have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly authorized by all requisite action, including the approval by the respective board of directors of the Company and Merger Sub, the Company Shareholders and the Merger Sub Shareholder Approval, as required by Applicable Law, and, other than the consents, approvals, authorizations and other requirements described in Section 3.5, no other corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement. This Agreement and the other Transaction Agreements to which the Company and/or Merger Sub is a party have been duly and validly executed and delivered by it each of the Company and/or Merger Sub and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will SPAC) constitute the legal, valid and binding obligation of the CompanyCompany and/or Merger Sub (as applicable), enforceable against it the Company and/or Merger Sub (as applicable) in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the “Remedies Exception”).

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Agreement to which it is or will be a party party, to perform its obligations hereunder and thereunder and, subject to obtaining the Company Required Approval, the effectiveness of the Proxy/Registration Statement, receipt of the Regulatory Approvals, distribution of the Company Information Circular, and approval by the Court of the Arrangement and entry of the Interim Order and the Final Order, to consummate the Transactions, except for such further transactions contemplated hereby and thereby. All corporate action on the part of each of the Company Board requiredRumble Companies and their respective directors, if applicableofficers and shareholders necessary for the (a) authorization, to establish the Record Date and the 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). The execution and delivery by the Company of this Agreement and the Transaction Documents Ancillary Agreements to which it is or will be a party, (b) consummation of the Transactions and (c) performance of all of the Company’s obligations hereunder or thereunder has been taken or will be taken prior to the Closing, subject to (i) obtaining the Company Required Approval, (ii) the receipt of the Interim Order and the Final Order and (iii) the receipt of the Regulatory Approvals (as defined below). This Agreement and the Ancillary Agreements to which it is or will be a party as of the Effective Time (assuming due authorization, execution and the consummation of the Transactions have been duly authorized delivery by all necessary each other party hereto and proper corporate action on its part, and no other corporate action on the part of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is thereto) constitute or will be a party as of constitute at the Effective Time or, subject to 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 Closing (the effectiveness of which is subject with respect to the satisfaction or, Ancillary Agreements to be executed at 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, Closing) valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation obligations of the Company, enforceable against it the Company in accordance with its their respective terms, subject to except (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar other Laws of general application affecting enforcement of creditors’ rights generally and subject(ii) as limited by Laws relating to the availability of specific performance, as to enforceability, to injunctive relief or other equitable remedies or by general principles of equity (collectively, the “Remedies Exception”)equity.

Due Authorization. Subject to The Company, BSG Parent and the receipt of the Company Shareholder Approval, the Company has all requisite corporate Stockholders each ----------------- have full power and authority to execute execute, deliver and deliver perform this Agreement and the Transaction Documents to which it is or will be a party and to consummate carry out the Transactions. The execution, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Datedelivery, 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). The execution and delivery by the Company performance of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly and validly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 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 TransactionsBSG Parent. Each of this This Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of the Company, BSG Parent and Merger Sub is or will be a party as of Stockholders and constitutes the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation obligations of the Company, BSG Parent and Stockholders, enforceable against it in accordance with its terms, subject except to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws the extent that enforceability may be limited by laws affecting creditors’ ' rights generally and subjectdebtors' obligations generally, and legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief (the "Equitable Exceptions"). The execution, delivery, and performance of this Agreement and the Transactions (as well as all other instruments, agreements, certificates, or other documents contemplated hereby) by the Company, BSG Parent and Stockholders, do not (a) violate any Requirements of Laws or any Court Order of any Governmental Body applicable to enforceabilitythe Company, BSG Parent or Stockholders, or their respective property, (b) violate or conflict with, or permit the cancellation of, or constitute a default under, any Material agreement to general principles which the Company, BSG Parent or Stockholders are a party, or by which any of equity them or any of their respective property is bound, (collectivelyc) permit the acceleration of the maturity of any Material indebtedness of, or indebtedness secured by the property of, the “Remedies Exception”)Company, BSG Parent or Stockholders, (d) violate or conflict with any provision of the charter or bylaws of the Company or BSG Parent, or (e) except for filings or approvals under the HSR Act and such consents, approvals, or registrations as may be required under applicable state securities laws, require any material consent, approval or authorization of, or notice to, or declaration, filing or registration with, any Governmental Body or other third party.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite right, corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is or will be 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 as (including the reservation and issuance of the Effective Time Conversion Shares and the consummation by the Company of the Transactions transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 Distribution DateCompany. This Agreement has been, and the declaration each 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 other Transaction Documents to which the Company is or will be a party as of when executed and delivered by the Effective Time has been or Company will be be, duly and validly executed and delivered by it the Company, and (assuming that this Agreement or constitutes, and each of such other applicable Transaction Documents to which each of Parent when executed and Merger Sub is or delivered by the Company will be constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity 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 “Remedies Exception”"Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The Company Shareholder Approval is the only approval by the Company’s shareholders necessary in connection with the consummation of the Company Board required, if applicable, to establish Merger under applicable Law (including the Record Date Cayman Act) and the 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)Company’s Governing Documents. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and no other company or corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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. Subject to the receipt (a) Each of the Company Shareholder Approval, the Company and Merger Sub has all requisite corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and the other Transaction Documents Agreements to which it is or will be a party and (ii) carry out its obligations hereunder and thereunder and to consummate the TransactionsTransactions (including the Mergers), except for such further action of the Company Board requiredin each case, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction orconsents, to the extent permitted by applicable Lawapprovals, waiver, of the conditions set forth authorizations and other requirements described in the Separation and Distribution Agreement)Section 4.5. The execution execution, delivery and delivery performance by each of Merger Sub and the Company of this Agreement and the other Transaction Documents Agreements to which it is or will be a party as of the Effective Time and the consummation by Merger Sub and the Company of the Transactions (including the Mergers) have been duly and validly authorized by all necessary requisite action, including approval by the board of directors of the Company and proper corporate action on its partMerger Sub, the sole stockholder of Merger Sub and, following receipt of the Requisite Company Stockholder Approval, the Company Stockholders as required by the DGCL and the CCC, and no other corporate action proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been and, upon execution by the Company and Merger Sub, such other Transaction Documents Agreements to which it is or will be a party as of the Effective Time orwill be, subject to 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 (the effectiveness of which is subject at or prior to the satisfaction orClosing, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and Merger Sub and (assuming that this Agreement or any such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time agreement constitutes a an authorized legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will the counterparties thereto) constitute the legal, valid and binding obligation of the CompanyCompany and Merger Sub, enforceable against it the Company and Merger Sub in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Remedies Exception”). (b) At a meeting duly called and held, the board of directors of the Company has unanimously: (a) determined that it is fair and in the best interests of the Company and Company Stockholders, and declared it advisable, to enter into this Agreement and the other Transaction Agreements providing for the Mergers in accordance with the DGCL; (b) approved this Agreement and the Transactions, including the Mergers in accordance with the DGCL, on the terms and subject to the conditions of this Agreement; and (c) adopted a resolution recommending the Transactions be approved, and the plan of merger set forth in this Agreement be adopted, by the Company Stockholders in accordance with the Company’s Charter Documents (the “Company Recommendation”).

Due Authorization. Subject to Parent and LLC Acquisition have the receipt of the Company Shareholder Approval, the Company has all requisite full corporate power and authority to execute and deliver enter into this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (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)transactions contemplated hereby. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions transactions contemplated hereby have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of the Company is necessary to authorize this Parent and LLC Acquisition. 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it Parent and (assuming that this Agreement or such other applicable Transaction Documents to which each LLC Acquisition and constitutes the valid and binding obligations of Parent and Merger Sub is or will be a party as LLC Acquisition. The execution and delivery of this Agreement do not, and the consummation of the Effective Time constitutes a legaltransactions contemplated hereby will not: (a) conflict with or violate any provision of the Amended and Restated Articles of Incorporation or Amended and Restated Bylaws of Parent, valid and binding obligation as amended, the Articles of each Incorporation or Bylaws of LLC Acquisition, or equivalent charter documents of any of Parent's subsidiaries, as amended, (b) violate or conflict with any permit, order, license, decree, judgment, statute, law, ordinance, rule or regulation applicable to Parent or any of its subsidiaries or the properties or assets of Parent and Merger Sub or any of its subsidiaries, or (as applicable))c) result in any breach or violation of, constitutes oror constitute a default (with or without notice or lapse of time, when executed and deliveredor both) under, will constitute or give rise to any right of termination, cancellation or acceleration of, or result in the legal, valid and binding obligation creation of any Lien on any of the Companyproperties or assets of Parent or any of its subsidiaries pursuant to any mortgage, enforceable against it indenture, lease, contract or other agreement or instrument, bond, note, concession or franchise applicable to Parent or any of its subsidiaries or their properties or assets, except, in accordance the case of this clause (c) only, where such conflict, violation, default, termination, cancellation or acceleration would not have and could not reasonably be expected to have a Material Adverse Effect on Parent. No consent, approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to Parent or any of its termssubsidiaries in connection with the execution and delivery of this Agreement by Parent and LLC Acquisition or the consummation by Parent and LLC Acquisition of the transactions contemplated hereby, subject except for: (i) the filing with the SEC and the National Association of Securities Dealers, Inc. ("NASD") of the Proxy Statement relating to the shareholders meeting to be held regarding the Transaction, (ii) the filing of a Form 8-K with the SEC and NASD within 15 days after the Closing Date, (iii) any filings as may be required under applicable bankruptcystate securities laws and the securities laws of any foreign country, insolvencyand (iv) such other consents, fraudulent conveyanceauthorizations, reorganizationfilings, moratorium approvals and similar Laws affecting creditors’ rights generally registrations which, if not obtained or made, would not have a Material Adverse Effect on Parent and subject, as to enforceability, to general principles would not prevent or materially alter or delay any of equity (collectively, the “Remedies Exception”)transactions contemplated by this Agreement.

Due Authorization. Subject to the receipt (a) Each of the Company Shareholder Approval, the Company Parent and each Merger Sub has all requisite corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement and the Transaction Documents Ancillary Agreements to which it is Parent or either Merger Sub are or will be a party and to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and perform all of the Company Board required, if applicable, to establish the Record Date their respective obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time applicable Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary the Board of Parent and proper corporate action on its partby the Board of each Merger Sub, and no other corporate action proceeding on the part of the Company Parent or either Merger Sub 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 Distribution Dateapplicable Ancillary Agreements (other than the Parent Stockholder Approval). This Agreement has been, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject at or prior to the satisfaction orClosing, to the extent permitted by applicable LawAncillary Agreements will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and each Merger Sub is Sub, and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will be a party as of the Effective Time constitutes constitute, a legal, valid and binding obligation of each of Parent and each Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the CompanySub, enforceable against it Parent and each Merger Sub 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 equity.. (collectivelyb) At a meeting duly called and held, the “Remedies Exception”)Board of Parent has unanimously approved, and has not rescinded, the Parent Board Resolutions.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite corporate company power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Agreement to which it is or will be a party and (subject to the approvals described in Section 4.5 and the Company Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time such Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary the Company Board and proper corporate action on its partupon receipt of the Company Requisite Approval, and no other corporate action company proceeding on the part of the Company is necessary to authorize this Agreement or such Ancillary Agreements or the Transaction Documents to which it is Company’s performance hereunder 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 Distribution Datethereunder. This Agreement has been, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction oreach such Ancillary Agreement will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company and, assuming due authorization and (assuming that this Agreement or such execution by each other applicable Transaction Documents to which each of Parent party hereto and Merger Sub is thereto, constitutes, or will be a party as of the Effective Time constitutes a legalconstitute, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the a legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) By resolutions duly adopted (and not thereafter modified or rescinded) by the requisite vote of the Company Board, the Company Board has (i) approved this Agreement, the Ancillary Agreements to which the Company is party and the transactions contemplated hereby and thereby; (ii) determined that this Agreement, the Ancillary Agreements to which the Company is party and the transactions contemplated hereby and thereby are advisable and fair to and in the best interests of the Company and the Company Stockholders; (iii) directed that the adoption of this Agreement be submitted to the Company Stockholders for consideration and recommended that the Company Stockholders adopt this Agreement. The affirmative votes or written consents of (A) Persons holding more than 50% (on an as-converted basis) of the voting power of the Company Stockholders, (B) Persons holding more than 50% of outstanding shares of Series A Preferred voting as a separate class, (C) Persons holding more than 50% of outstanding shares of Series B Preferred voting as a separate class (which majority shall include the holders specified in Section 4.4(b) of the Company Schedules under the circumstances specified therein), (D) Persons holding more than 50% of outstanding shares of Series B-1 Preferred voting as a separate class, (E) Persons holding more than 50% of outstanding shares of Series B-2 Preferred voting as a separate class, (F) Persons holding more than 50% of outstanding shares of Series B-3 Preferred voting as a separate class (which majority shall include CareFirst Holdings, LLC and ▇▇▇▇▇ Fargo Central Pacific Holdings, Inc.), (G) Persons holding more than 50% of outstanding shares of Series B-4 Preferred voting as a separate class, (H) Persons holding more than 50% of outstanding shares of Series C Preferred voting as a separate class, and (I) Persons holding more than 50% of outstanding shares of Company Preferred Stock, in each case, who deliver written consents or are present in person or by proxy at such meeting(s) and voting thereon are required to, and shall be sufficient to, approve this Agreement and the transactions contemplated hereby (including the Company Preferred Stock Conversion) (the “Remedies ExceptionCompany Requisite Approval”). The Company Requisite Approval is the only vote or consent of any of the holders of any of the Company Capital Stock necessary to adopt this Agreement and approve the Merger and the consummation of the other transactions contemplated hereby (including the Company Preferred Stock Conversion). The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder Approval, the Company has all requisite company or corporate power and authority to execute and deliver this Agreement and the Transaction Documents Ancillary Agreements to which it is or will be a party and (subject to the approvals described in Section 4.4) to consummate the Transactionstransactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution, 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 performance (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth approvals described in the Separation and Distribution Agreement). The execution Section 4.4) and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby are within the corporate powers of the Company and its Subsidiaries and have been duly and validly authorized and approved by the Board of Directors of the Company and by all necessary and proper corporate or company action on its partthe part of each Subsidiary of the Company, and no other company or corporate action proceeding on the part of the Company (other than the Company Shareholder Approval) is necessary to authorize this Agreement or and the Transaction Documents Ancillary Agreements to which it the Company 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 Distribution Dateparty. This Agreement has been, and on or prior to the declaration of the Distribution Closing and upon execution by the Company Board (Company, 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 Ancillary Agreements to which the Company is or will be a party as of the Effective Time has been or contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or such other applicable Transaction Documents prior to the Closing, the Ancillary Agreements to which each of Parent and Merger Sub the Company is or will be a party as of contemplated hereby will constitute, assuming the Effective Time constitutes due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights generally and subject, as to enforceability, to general equity principles of equity (collectively, the “Remedies ExceptionBankruptcy and Equity Exceptions”). (b) On or prior to the date hereof, 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 or will be 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 Ancillary Agreements to which the Company is or will be 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 Ancillary Agreements or to approve the Mergers, other than the Company Shareholder Approval.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the Company Seller has all requisite corporate full power and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board requiredtransactions contemplated hereby. This Agreement has been duly executed and delivered by Seller and, if applicableSeller is other than an individual, the person signing is duly authorized to establish sign this Agreement on behalf of such Seller and bind such Seller. Seller is under no legal or other incapacity and, if other than an individual, such Seller has taken all action under applicable law to maintain its existence and authority to contract. Seller is not able to assert any defense to enforcement of this Agreement under applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the Record Date rights of creditors generally. Seller is not entering into this Agreement under duress and the 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 Seller believes MSI has acted in the Separation and Distribution Agreement)good faith. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time do not, and the consummation of the Transactions have been duly authorized transactions contemplated hereby will not, (a) violate or conflict with any permit, order, license, decree, judgment, statute, law, ordinance, rule or regulation applicable to Seller or (b) result in any breach or violation of, constitute a default (with or without notice or lapse of time, or both) under, give rise to a right of termination, cancellation or acceleration of, result in the creation of any mortgage, pledge, lien, encumbrance, charge or other security interest (a "Lien") on any of Seller's IDW Common Stock pursuant to, or require the consent of any party to any mortgage, indenture, lease, contract, agreement, instrument, bond, note, concession, franchise or understanding (collectively, "Undertaking") applicable to Seller or any of Seller's IDW Common Stock. No consent, approval, order or authorization of, or registration, declaration or filing with, any court, administrative agency or commission or other governmental authority or instrumentality ("Government Entity") is required by all necessary or with respect to Seller in connection with the execution and proper corporate action on its part, and no other corporate action on the part delivery of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as consummation of the Effective Time or, subject to 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 (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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject 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 (collectively, the “Remedies Exception”)transactions contemplated hereby.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all the requisite corporate power and authority to execute and deliver enter into this Agreement and the Transaction Documents to which it is or will be a party Registration Rights Agreement (as defined below) and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as Registration Rights Agreement, the issuance, sale and delivery of the Effective Time Unsubscribed Shares, the issuance of the Standby Commitment Fee Warrants and the consummation by the Company of the Transactions transactions contemplated hereby and thereby (a) are within the corporate power and authority of the Company and (b) have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 requiredCompany; provided that the transactions contemplated by this Agreement, if applicable, to establish the Record Date Registration Rights Agreement and the Distribution DateWarrants (collectively, the "TRANSACTION DOCUMENTS") and the declaration issuance of the Distribution by Common Stock in the Company Board (Rights Offering, the effectiveness issuance of which the Unsubscribed Shares pursuant to this Agreement and the issuance of Common Stock upon exercise of the Standby Commitment Fee Warrants is subject to the satisfaction or, to approval thereof by the extent permitted by applicable Law, waiver stockholders of the conditions set forth in Company, including approval for increasing the Separation and Distribution Agreement), consummate the TransactionsCompany's authorized shares of Common Stock. Each of this This Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it the Company. Assuming the due authorization, execution and (assuming that delivery by each of the Purchasers of this Agreement, this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, Registration Rights Agreement constitute valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation obligations of the Company, Company enforceable against it in accordance with its their respective terms, subject to applicable except (x) as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganizationmoratorium, moratorium or other laws affecting the enforcement of creditors' rights in general, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, except that the enforceability of this Agreement is subject to general principles of equity (collectivelyregardless of whether such enforceability is considered in a proceeding in equity or at law), and (y) as rights to indemnity and contribution hereunder may be limited by Federal or state securities law and/or public policy. Following approval by the stockholders of the Company of an increase in the Company's authorized shares of Common Stock, (i) the shares issuable in the Rights Offering shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of the Rights Offering, shall be validly issued, fully paid and non-assessable; (ii) the Unsubscribed Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued, fully paid and non-assessable; and (iii) the shares of Common Stock issuable upon the exercise of the Standby Commitment Fee Warrants or the Break-up Warrants (as defined below) (such shares, the “Remedies Exception”"WARRANT SHARES") shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement and the terms of the Standby Commitment Fee Warrants or the Break-up Warrants, shall be validly issued, fully paid and non-assessable. Prior to the consummation of the Rights Offering, the Company shall take all necessary corporate action to convene a meeting of the Company's stockholders to vote to approve the transactions contemplated by the Transaction Documents and the authorization of a sufficient number of additional shares of Common Stock for issuance in the Rights Offering, for issuance as Unsubscribed Shares pursuant to this Agreement and for issuance upon exercise of the Standby Commitment Fee Warrants or the Break-up Warrants and to approve the issuance of such shares (such approvals being referred to herein as the "STOCKHOLDER APPROVALS").

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite corporate full power and authority to execute and deliver enter into this Agreement and the Transaction Documents to which it is or will be a party its Related Agreements and to consummate the Transactions, except for such further action of the Company Board required, if applicable, transactions contemplated hereby and thereby and to establish the Record Date perform its obligations hereunder and the 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)thereunder. The execution execution, delivery and delivery performance by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time its Related Agreements and the consummation of the Transactions Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized and approved and declared advisable, fair to and in the best interests of the stockholders of the Company by all necessary the board of directors of the Company at a meeting duly called and proper corporate action on its part, held or by written consent and no other corporate action actions or proceedings on the part of the Company is are necessary to authorize this Agreement or Agreement, its Related Agreements and the Transaction Documents to which it is or will be a party as transactions contemplated hereby and thereby (other than the approval of the Effective Time or, subject to such further action Merger by the stockholders of the Company Board required, if applicable, to establish in accordance with the Record Date DGCL and the Distribution DateStockholders Agreements). The board of directors of the Company has resolved to recommend adoption of this Agreement, its Related Agreements, the Merger and the declaration other transactions contemplated hereby and thereby to the stockholders 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 directed that this Agreement and the Transaction Documents Company’s Related Agreements be submitted to which the stockholders of the Company for their approval and authorization. The Stockholder Written Consent is the only vote or will be a party as approval of the Effective Time holders of any class or series of capital stock or other securities of the Company necessary to approve and authorize the Company’s execution and delivery of this Agreement, its Related Agreements the Merger, and the other transactions contemplated hereby and thereby. The Company has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid has duly and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when validly executed and delivered, delivered (or prior to or at the Closing will constitute duly and validly execute and deliver) its Related Agreements. This Agreement constitutes the legal, valid and binding obligation of the Company and the Company’s Related Agreements, upon execution and delivery by the Company, will constitute legal, valid and binding obligations of the Company, in each case, enforceable against it in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, except as to enforceability, to general principles of equity (collectively, such enforceability may be limited by the “Remedies Exception”).

Due Authorization. Subject to the receipt (a) Each of the Company Shareholder Approval, the Company Acquiror and Merger Sub has all requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Agreement to which it is, or is or will be contemplated to be, a party and (subject to receipt of the Acquiror Shareholder Approval and the Governmental Authorizations described in clauses (a) and (b) of Section 6.7) to perform all of its obligations hereunder and thereunder and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company each of Acquiror and Merger Sub of this Agreement and the Transaction Documents each Ancillary Agreement to which it Acquiror or Merger Sub is, or is or will be contemplated to be, a party as of the Effective Time and the consummation of the Transactions have been duly and validly authorized and approved by the Acquiror Board and the board of directors of Merger Sub and this Agreement will, within 24 hours of its execution and delivery by all necessary and proper corporate action on its partof the Parties, be approved by Acquiror as the sole shareholder of Merger Sub. This Agreement has been, and no other corporate action on the part each of the Company is necessary to authorize this Agreement or the Transaction Documents Ancillary Agreements to which it Acquiror or Merger Sub is, or is or will be contemplated to 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 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 the Company is or will be a party as of the Effective Time has been or will be be, as applicable, duly and validly executed and delivered by it Acquiror or Merger Sub, as applicable, and (assuming that this Agreement or such other applicable Transaction Documents constitutes and each Ancillary Agreement to which each of Parent and Acquiror or Merger Sub is, or is or will be contemplated to be, a party constitutes or, upon execution prior to the Closing, as of the Effective Time constitutes applicable, will constitute, a legal, valid and binding obligation of Acquiror or Merger Sub, as applicable (assuming, in each case, the due and valid execution and delivery by each of Parent and Merger Sub (as applicablethe other parties thereto)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it Acquiror or Merger Sub, as applicable, 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 equity. (collectivelyb) Prior to Acquiror’s execution and delivery of this Agreement, at a meeting duly called and held, the “Remedies Exception”Acquiror Board has taken the Acquiror Board Actions, and, as of the date hereof, none of the Acquiror Board Actions has been rescinded, withdrawn or modified. No other corporate action with respect to the Acquiror is required on the part of Acquiror or any of its shareholders to enter into this Agreement or the Ancillary Agreements to which Acquiror is, or is contemplated to be, a party or to approve the Merger, the Domestication, the PIPE Investment or the other transactions contemplated hereby, except for the Acquiror Shareholder Approval. (c) Assuming that a quorum (as determined pursuant to Acquiror’s Governing Documents) is present: (i) the Transaction Proposal identified in clause (A) of Section 9.2(c) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Cayman Class B 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 clause (B) or (C) of Section 9.2(c) shall require approval by an affirmative vote of the holders of at least two-thirds of the outstanding Acquiror Cayman Ordinary 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 Acquiror Board and held for such purpose; and (iii) each of those Transaction Proposals identified in clause (D), (E), (F), (G), (H), (I), (J), or (K) of Section 9.2(c), in each case, shall require approval by an affirmative vote of the holders of at least a majority of the outstanding Acquiror Cayman Ordinary Shares entitled to vote thereupon (as determined in accordance with Acquiror’s Governing Documents) at a shareholders’ meeting duly called by the Acquiror Board and held for such purpose. (d) The votes described in Section 6.2(c) are the only votes of the holders of Equity Securities of Acquiror necessary in connection with the consummation of the Merger, the Domestication, the PIPE Investment and the other transactions contemplated by this Agreement. (e) The Acquiror Warrant Proposal shall require approval by an affirmative vote of the holders of (i) at least 50% of the outstanding Acquiror Public Warrants and (ii) at least 50% of the outstanding Acquiror Private Placement Warrants. The votes described in this Section 6.2(e) are the only votes of the holders of Equity Securities of Acquiror necessary to qualify the Acquiror Warrants for classification as equity instruments (rather than liabilities) of Acquiror from and after the effectiveness of such amendments under GAAP and other applicable accounting standards.

Due Authorization. Subject to the receipt (a) Each of the Company Shareholder Approval, the Company Parties has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.6) to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date Transactions and the Distribution DateTCO Restructuring, and the declaration to perform all 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 its obligations hereunder and Distribution Agreement)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it is or will be a party as of the Effective Time Company Parties are parties contemplated hereby and the consummation of the Transactions and the TCO Restructuring have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe board of directors of the Company, and no other company or corporate action proceeding on the part of the Company Parties 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 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 other documents to which the Company is Parties are parties contemplated hereby. This Agreement has been, and on or prior to the Closing, the other documents contemplated hereby will be a party as of the Effective Time has been or will be be, duly and validly executed and delivered by it each of the Company Parties, and (assuming that this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company Parties is or will be a party as of contemplated hereby will constitute, assuming the Effective Time constitutes due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the CompanyCompany Parties, enforceable against it the Company Parties 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 equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)board of directors of each of the Company Parties has duly adopted resolutions unanimously (i) determining that this Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the TCO 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 TCO 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 TCO Restructuring other than the Company Shareholder Approvals.

Due Authorization. Subject to the receipt (a) Each of the Company Shareholder Approval, the Company Parent and Merger Sub has all requisite corporate or limited liability company power and authority authority, as applicable, to execute and deliver this Agreement and the Transaction Documents Ancillary Agreements to which it is Parent or Merger Sub are or will be a party and to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and perform all of the Company Board required, if applicable, to establish the Record Date their respective obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time applicable Ancillary Agreements and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary the Board of Parent and proper corporate action on its partby the Board of Merger Sub, and no other corporate action proceeding on the part of the Company Parent or Merger Sub 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 Distribution Dateapplicable Ancillary Agreements (other than the Parent Stockholder Approval). This Agreement has been, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject at or prior to the satisfaction orClosing, to the extent permitted by applicable LawAncillary Agreements will be, 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is Sub, and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will be a party as of the Effective Time constitutes constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the CompanySub, enforceable against it Parent and Merger Sub 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 equity.. (collectivelyb) At a meeting duly called and held, the “Remedies Exception”)Board of Parent has unanimously approved, and has not rescinded, the Parent Board Resolutions.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite corporate right, power and authority to execute and deliver this Agreement and enter into the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (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)transactions contemplated thereby. The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as each of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 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 the Company is a party and the issuance and sale of the Notes by the Company and compliance by the Company with all the provisions of each of the Transaction Documents to which the Company is a party (including the issuance of Shares upon conversion of the Notes and consummation by the Company of the transactions contemplated hereby and by the Transaction Documents) (i) are within the corporate power and authority of the Company; (ii) do not or will be not require the approval or consent of the stockholders of the Company; and (iii) have been authorized by all requisite corporate proceedings on the part of the Company. The Transaction Documents to which the Company is a party as of have been, and the Effective Time has been or Notes when delivered by the Company will be have been, duly and validly executed and delivered by it the Company and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as constitute, or, in the case of the Effective Time constitutes a legalNotes, will constitute, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreements of the Company, enforceable against it in accordance with its their respective terms, except that (i) such enforcement may be subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights, and similar Laws affecting creditors’ rights generally (ii) the 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 equity (collectivelythe court before which any proceeding therefor may be brought. After the Company has obtained the Stockholder Approval, the “Remedies Exception”Shares will be validly reserved for issuance, and upon issuance, will be validly issued and outstanding, fully paid, and nonassessable. Upon conversion of the Notes and delivery of the Shares, the Purchaser will acquire good and marketable title to the Shares, free and clear of any encumbrances: The Board of Directors of the Company has approved the transactions contemplated by the Transaction Documents for the purposes of Section 203 of General Corporation Law of the State of Delaware (the "DGCL", pursuant to Section 203(a)(1) thereof ("Board Approval"). The Company has furnished to the Purchaser true and correct copies of the Company's certificate of incorporation and by- laws as in effect on the date of this Agreement as well as a copy of the resolutions evidencing Board Approval.

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder ApprovalStockholder Approvals, the Company has all the requisite corporate power and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly authorized by all necessary and proper corporate action the Board, and, except as set forth on its partSection 4.3(a) of the Company Disclosure Letter, and no other company or corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”)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 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 issuance of the Notes other than the Company Stockholder Approvals. The Company Stockholder Approvals will be sufficient to approve this Agreement, the issuance of the Notes and the other transactions contemplated herein in accordance with the terms of the Company’s Governing Documents and any other organizational documents of the Company.

Due Authorization. Subject to the receipt of (a) Other than the Company Shareholder Equityholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Board of Directors of the Company, and no other company or corporate action proceeding on the part of the Company (other than the Company Equityholder Approval) 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) On or prior to the date of this Agreement, the “Remedies Exception”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 Restated Certificate) 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 Restated Certificate). No other corporate action is required on the part of the Company or any of its stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Mergers other than the Company Equityholder Approval.

Due Authorization. Subject Each Company Party that is a party to the receipt of the Company Shareholder Approval, the Company this Agreement has all requisite corporate company power and authority to execute and deliver this Agreement and the Transaction Documents each Ancillary Agreement to this Agreement to which it is or will be a party and (subject to the approvals described in Section 5.05) to perform its obligations hereunder and thereunder and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date Transactions contemplated hereby and the 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)thereby. The execution execution, delivery and delivery by the Company performance of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time such Ancillary Agreements and the consummation of the Transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe Company Board (or the applicable governance body of the applicable Company Party that is a party hereto or thereto), and no other corporate action company proceeding on the part of the Company (or such other Company Party that is a party hereto or thereto) is necessary to authorize this Agreement or such Ancillary Agreements or the Transaction Documents to which it performance by the Company (or by such other Company Party that is or will be a party as hereto or thereto) hereunder or thereunder, other than the ratification of the Effective Time or, subject to 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 this Agreement by the Company Board (following the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver completion of the conditions set forth in the Separation and Distribution Agreement), consummate the TransactionsTaiwan Reorganization. Each of this This Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has each such Ancillary Agreement have been or will be duly and validly executed and delivered by it each Company Party that is a party hereto or thereto, and, assuming due authorization and (assuming that this Agreement or such execution by each other applicable Transaction Documents to which each of Parent party hereto and Merger Sub is thereto, constitutes, or will be a party constitute, as of the Effective Time constitutes applicable, a legal, valid and binding obligation of each of Parent and Merger Sub the Company (as applicableor such other Company Party)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company (or such other Company Party) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally Laws. Requisite MKD BVI Shareholder Approval, if so required under Law for the transactions contemplated by this Agreement and subjectshareholder approval by the Pubco, as Merger Sub 1 and Merger Sub 2, are the only votes of the holders of any class or series of shares in the capital stock of the Company or of any other Company Party required to enforceability, to general principles of equity (collectively, approve and adopt this Agreement and approve the “Remedies Exception”)Transactions.

Due Authorization. Subject to the receipt any required approvals of the Company Shareholder ApprovalBankruptcy Court, the Company has all shall have the requisite corporate power and authority to execute and deliver enter into this Agreement and each of the other Transaction Documents to which it is or will be a party and shall have the requisite corporate power and authority to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date transactions contemplated hereby and the 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)thereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares, the Warrants and the Commitment Shares by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the New Common Stock issuable upon conversion of the Series A Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the New Common Stock issuable upon exercise of the Warrants (the "Warrant Shares), and the consummation by the Company of the transactions contemplated hereby and thereby) (i) are within the corporate power and authority of the Company and (ii) upon confirmation of the Plan, shall have been duly authorized by all necessary corporate action of the Company. Subject to any required approvals of the Bankruptcy Court, this Agreement has been, and each of the other Transaction Documents to which the Company is a party when executed and delivered by the Company shall be, duly and validly executed and delivered by the Company. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its partparty, this Agreement constitutes, and no each of such other corporate action on the part of 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 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 the Company is or will be a party as of the Effective Time has been or will be duly and validly when executed and delivered by it and (assuming that this Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be the Company shall constitute, a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation agreement of the Company, Company enforceable against it the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity 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, (collectivelyx) the Preferred Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the “Remedies Exception”)terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company, (y) the Conversion Shares and the Warrant Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of the Preferred Stock Certificate of Designation and the Warrant Agreement, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or other similar rights of the stockholders of the Company and (z) the Commitment Shares, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company.

Due Authorization. Subject to the receipt The execution, delivery and performance of the Company Shareholder Approvalthis Agreement, the Company has all requisite corporate power and authority to execute and deliver this Registration Rights Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date(as defined below), and the declaration of the Distribution such other agreements, instruments and documents to be executed in connection herewith 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 Buyer and Distribution Agreement). The execution and delivery by the Company of this Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions Sub have been duly authorized by all necessary the Board of Directors of Buyer and proper corporate action on its partSub. This Agreement has been duly and validly authorized, executed and no other corporate action on the part delivered by each of Buyer and Sub and, assuming this Agreement constitutes a valid and binding obligation of the Company is necessary to authorize this Agreement and Sellers, constitutes a valid and binding obligation of Buyer and Sub enforceable against Buyer and Sub in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the Transaction Documents to which it is or will be a party as enforcement of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date creditors' rights generally and the Distribution Dateapplication of general principles of equity. Upon its execution in accordance with this Agreement, 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 Registration Rights Agreement and the Transaction Documents to which the Company is or will be a party as of the Effective Time has have been or will be duly and validly executed and delivered by it and (Buyer and, assuming that this the Registration Rights Agreement or such other applicable Transaction Documents to which each of Parent and Merger Sub is or will be a party as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the CompanySellers who are parties thereto, will constitute a valid and binding obligation of Buyer enforceable against it Buyer in accordance with its terms, subject to except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws reorganization or other laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the application of general principles of equity (collectivelyequity. Assuming the accuracy of the representations and warranties made by the Sellers in this Agreement, the “Remedies Exception”execution, delivery and performance of this Agreement by Buyer and Sub and of the Registration Rights Agreement by Buyer will not, except as set forth on SCHEDULE 3.02, (a) violate any federal, state, county or local law, rule or regulation applicable to Buyer, Sub or their respective property, (b) violate or conflict with, or permit the cancellation of, any agreement to which Buyer or Sub is a party or by which either of them or any of its property is bound (other than such violations or conflicts as shall have been waived in writing by the Company and Sellers at or prior to Closing), (c) permit the acceleration of the maturity of any indebtedness of, or any indebtedness secured by the property of, Buyer or Sub (except as shall have been waived in writing by the Company and Sellers at or prior to Closing), or (d) violate or conflict with any provision of Buyer's or Sub's certificate of incorporation or by-laws. Assuming the accuracy of the representations and warranties made by the Sellers in this Agreement, no action, consent or approval of or filing with any federal, state, county or local governmental authority is required in connection with the execution, delivery or performance of this Agreement (or any agreement or other document executed in connection herewith by Buyer or Sub, including the Registration Rights Agreement to be executed by Buyer and certain of the Sellers in connection with the Closing (the "REGISTRATION RIGHTS AGREEMENT")) by Buyer or Sub, except for (i) the filings described in Section 6.13 hereof, and (ii) the filings and approvals contemplated by the Registration Rights Agreement.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the (a) The Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions, except for such further action transactions contemplated hereby and thereby and to perform all of the Company Board required, if applicable, to establish the Record Date its obligations hereunder and the 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)thereunder. The execution and delivery by the Company of this Agreement and the Transaction Documents other documents to which it the Company is or will be a party as of the Effective Time contemplated hereby and the consummation of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary and proper corporate action on its partthe board of directors of the Company, and no other company or corporate action proceeding on the part of 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 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 other documents to which the Company is or will be a party as of contemplated hereby. This Agreement has been, and on or prior to the Effective Time has been or Closing, the other documents to which the Company is a party contemplated hereby will be be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or such prior to the Closing, the other applicable Transaction Documents documents to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes contemplated hereby will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity equity. (collectivelyb) The Company and all Subsidiaries’ Governing Documents comply with all applicable Laws. (c) No vote or consent of any of the Company Shareholders is necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Closing. (d) On or prior to the date of this Agreement, the “Remedies Exception”)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 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 to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions.

Due Authorization. Subject to the receipt of the Company Shareholder Approval, the The Company has all requisite company or corporate power power, as applicable, and authority to execute and deliver this Agreement and the Transaction Documents to which it is or will be a party and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution and delivery by the Company of this each Ancillary Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation of the Transactions have been duly authorized by all necessary and proper corporate action on its part, and no other corporate action on the part of 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 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 the Company is or will be a party as and (subject to the approvals described in Section 4.5) and, subject only to obtaining the Company Stockholder Approval, to consummate the Transactions and to perform all of its obligations hereunder and thereunder. The execution, delivery and performance by the Effective Time has been Company of this Agreement and the Ancillary Agreements to which the Company is or will be a party and the consummation of the Transactions have been duly and validly authorized and approved by the board of directors of the Company, and other than the execution and delivery of the Company Stockholder Approval, no other company or corporate proceeding on the part of the Company Group Members is or will be necessary to authorize this Agreement and the Ancillary Agreements to which the Company is or will be a party contemplated hereby, in each case, as applicable. This Agreement has been, and on or prior to the Closing, the Ancillary Agreements to which the Company is or will be a party will be, duly and validly executed and delivered by it the Company and (assuming that this Agreement constitutes, and on or prior to the Closing, such other applicable Transaction Documents Ancillary Agreements to which each of Parent and Merger Sub the Company is or will be a party as of the Effective Time constitutes will constitute, a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or, when executed and delivered, will constitute the legal, valid and binding obligation of the Company, enforceable against it the Company, in each case, as applicable, 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 (collectivelythe “Enforceability Exceptions”). At a meeting duly called and held, the “Remedies Exception”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.