Common use of Due Authorization Clause in Contracts

Due Authorization. (a) The Company has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other All corporate actions or proceedings on the part of the Company 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 its stockholders shall be necessary 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 transactions contemplated herebyOrdinary Shares issuable upon conversion of the Purchased Shares have been taken or will be taken prior to the Closing. The Each of the Transaction Documents and the Constitutional Documents to which such Group Company has duly and validly executed and delivered this Agreement. This Agreement constitutes is a legal, party or is subject is a valid and binding obligation of the each such Group Company enforceable against the Company in accordance with its terms, except subject, as such enforceability may be limited by to the enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization or and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by to general equitable principles. (b) Prior As to other Seller Parties other than the date of this AgreementGroup Companies, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to (i) such party has all requisite power, authority and capacity to enter into the provisions of Section 203 of Transaction Documents, and to perform its obligations under the DGCLTransaction Documents, in each case, to which it is a party, (ii) any other Takeover Law or each of the Transaction Documents has been duly authorized, executed and delivered by it, and (iii) any provision each of the Organizational Transaction Documents to which it is a party, when executed and delivered by it, will constitute valid and legally binding obligations of the Company it, subject, as to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization 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 similar Laws affecting creditors’ rights generally and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planto general equitable principles.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the Ancillary Agreements to perform its obligations hereunder which it is a party and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated herebyhereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the applicable Ancillary Agreements (other than the Company Stockholder Approvals). This Agreement has been, and on or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, each applicable Ancillary Agreement 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. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) declaring that this Agreement and the applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, and (ii) authorizing and approving the execution, delivery and performance by the Company of this AgreementAgreement and the applicable Ancillary Agreements, and the consummation by the Company of the applicable transactions contemplated 37 herebyhereby and thereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no . No other company or corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legalapplicable Ancillary Agreements, valid and binding obligation of or to approve the Merger, other than the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesStockholder Approvals. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Subject to the receipt of the Company Shareholder Approval, the Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and the Transaction Documents to perform its obligations hereunder which it is or will be a party and to consummate the transactions contemplated herebyTransactions, 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 and delivery and performance by the Company of this Agreement, Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, Transactions have been duly authorized by all necessary and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementproper corporate action on its part, and no other corporate actions or proceedings action on the part of the Company or its stockholders shall be 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 transactions contemplated herebyDistribution 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. The 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 Company legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principles. subject, as to enforceability, to general principles of equity (b) Prior to the date of this Agreementcollectively, 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 “poison pill” or shareholder rights planRemedies Exception”).

Due Authorization. (a) The Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby 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. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other Transaction Documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary shareholders to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Transactions, other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesShareholder Approval. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Each Group Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other Transaction Documents to which it is a party and (subject to the approvals described in Article II and Section 6.4) to consummate the Transactions and to perform all of its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution, execution and delivery and performance by the Company of this Agreement, Agreement and the other Transaction Documents to which any Group Company is a party contemplated hereby and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, Transactions have been duly and validly authorized and approved by the unanimous vote of the board of directors or similar governing body of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementsuch Group Company, and other than the approvals specified in this Agreement and the relevant Transaction Documents, no other company or corporate actions or proceedings proceeding on the part of the such Group Company or its stockholders shall be is necessary to authorize this Agreement and the transactions other Transaction Documents to which such Group Company is a party. This Agreement has been, and on or prior to the Merger Closing, the other Transaction Documents to which any Group Company is a party contemplated hereby. The Company has hereby will be, duly and validly executed and delivered by such Group Company and this Agreement. This Agreement constitutes constitutes, and on or prior to the Merger Closing, the other Transaction Documents to which such Group Company is a party will constitute, a legal, valid and binding obligation of the Company such Group Company, enforceable against the such Group Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity. (b) Prior On or prior to the date of this Agreement, the competent corporate body of each Group Company has duly adopted or passed resolutions (i) determining that this Agreement and the other Transaction Documents to which such Group Company is a party and the Transactions are advisable and fair to, and in the best interests of, such Group Company and its board of directorsshareholders, have taken all action necessary to exempt under or make not subject to (i) the provisions of Section 203 of the DGCLas applicable, and (ii) any other Takeover Law or (iii) any provision authorizing and approving the execution, delivery and performance by such Group Company of the Organizational Documents of the Company this Agreement and the Subsidiaries that would require 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 corporate approval 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 that otherwise required by the DGCL or other applicable state Law: (x) the execution of approvals specified in this Agreement, (y) the Merger and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full all requisite corporate or similar organizational power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in Section 5.05) to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this AgreementAgreement and each Ancillary Agreement to which it is a party, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Mergerhereby and thereby, have been duly and validly authorized and approved by the unanimous vote of the board of directors of Company Board and, except for the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementStockholder Approval, and no other corporate actions or proceedings similar organizational action on the part of the Company or any of its stockholders shall be Subsidiaries or any holders of any Equity Securities of the Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is (or will be) a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby. The Company This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Company other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party, when executed and delivered by equitable principlesthe 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. (b) Prior to the date of The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the Company Merger 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 DGCLtransactions contemplated by this Agreement, (ii) any other Takeover Law or (iii) any provision of determined that this Agreement, the Organizational Documents Merger and the transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Subsidiaries Holders, (iii) directed that would require any corporate the adoption of this Agreement be submitted for approval other than that otherwise required by the DGCL or other applicable state Law: Company Stockholders and (xiv) resolved to recommend that the execution of Company Stockholders approve this Agreement, (y) the Merger and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to approval by the holders of a majority of the outstanding shares of Common Stock of this Agreement and the Mergers (the “Company Stockholder Approval”), to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The board of directors of the Company has adopted resolutions, by unanimous written consent of the 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 and its stockholders, (iii) declaring this Agreement advisable and (iv) recommending that the Company’s stockholders adopt this Agreement and directing that this Agreement be submitted to the Company’s stockholders for adoption. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar Laws now or hereafter in effect which affect the enforcement of creditors’ rights generally and by rules of Law governing specific performance, injunctive relief and equitable principles. (b) Prior to the date of this Agreement, the Company and its board of directors, 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 the its Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law: (x) , each of the execution of this Agreement, (y) the Merger Mergers and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is or will be a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding other than the Company Stockholder Approval on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is or will be a party contemplated hereby. The This Agreement has been, and on or prior to the 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 the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties, and on or prior to the Closing, the other documents to which the Company is or will be a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of 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. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is or will be a party contemplated hereby and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, the Company and its stockholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is or will be a party contemplated hereby and the applicable transactions contemplated 37 hereby, hereby and thereby (including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no ). No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is or will be a party contemplated hereby or to approve the Merger other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesStockholder Approval. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full the requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and each other Transaction Agreement to which it is or will be a party and to perform its 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 contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly other than execution and validly approved delivery of the Company Stockholder Approval by the Consenting Stockholders within twenty-four hours of the execution of this AgreementRequisite Company Stockholders, and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or such Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement (when executed and delivered by the transactions contemplated hereby. The Company has Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such Transaction Agreement will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject only to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principles. general principles of equity, whether such principles are considered in a proceeding in equity or at Law (b) Prior to the date of this Agreementcollectively, the Company “Enforceability Exceptions”). At a meeting duly called and its held, the board of directors, have taken all action necessary to exempt under or make not subject to directors of the Company has unanimously (i) determined that it is in the provisions of Section 203 of the DGCL, (ii) any other Takeover Law or (iii) any provision of the Organizational Documents best interests of the Company and the Subsidiaries that would require any corporate approval other than that otherwise required by stockholders of the DGCL or other applicable state Law: Company, and declared it advisable, to enter into this Agreement providing for the Mergers, (xii) approved this Agreement and the execution Transactions, including the Mergers, on the terms and subject to the conditions of this Agreement, (y) the Merger and (ziii) any adopted a resolution recommending that this Agreement and the Transactions, including the Mergers, be adopted by the stockholders of the other transactions contemplated by this AgreementCompany. The Company does not have in effect Stockholder Approval is the only vote or consent of holders of any “poison pill” class of Equity Securities of the Company or shareholder rights planany of its Subsidiaries that is required to adopt this Agreement and approve the Transactions.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby 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. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Merger other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesStockholder Approvals. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full the requisite power and authority to enter into execute and deliver this AgreementAgreement and each Transaction Agreement to which it is a party and (subject to the approvals described in Section 5.05), subject to obtaining the Company Stockholder Approval, to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by Holders who have executed the Company Voting and Support Agreements as of the date hereof have agreed to vote in favor of the approval of this Agreement, Agreement and the consummation by the Company of the applicable transactions contemplated 37 herebyTransactions, including the MergerMergers, have been and such approval will be sufficient to duly and validly approved by the unanimous vote of the board of directors of obtain the Company and will be duly and validly approved by Stockholder Approval. Other than the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany Stockholder Approval, and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or such Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement (when executed and delivered by the transactions contemplated hereby. The Company has Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such Transaction Agreement will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principles. (b) Prior subject, as to enforceability, to the date remedy of this Agreement, the Company specific performance and its board injunctive and other forms of directors, have taken all action necessary to exempt under or make not equitable relief which may be subject to (i) equitable defenses, general principles of equity and to the provisions of Section 203 discretion of the DGCLcourt before which any proceeding therefor may be brought, whether such enforceability is considered in a proceeding in equity or at Law (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 “poison pill” or shareholder rights planEnforceability Exceptions”).

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby 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. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Merger other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesStockholder Approvals. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other Loan Documents to which the Company Borrower, any Subsidiary Guarantor or the Trust is or is to become a party and the transactions contemplated hereby and thereby (i) are within the authority of the applicable transactions contemplated 37 herebyBorrower, including such Subsidiary Guarantor and the MergerTrust, (ii) have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or all necessary proceedings on the part of the Company Borrower, such Subsidiary Guarantor or its stockholders shall be necessary to authorize this Agreement the Trust and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legalany general partner or manager thereof, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this 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) do not conflict with or result in any breach or contravention of any provision of law, statute, rule or regulation to which the Borrower, such Subsidiary Guarantor or the Trust is subject or 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 Organizational Documents of the Company and Borrower, such Subsidiary Guarantor or the Subsidiaries that would require Trust or any corporate approval other than that otherwise required by general partner or manager thereof, or with the DGCL or other applicable state Law: (x) the execution of this Tech LP Agreement, (yv) the Merger do not contravene any provisions of, or constitute Default or Event of Default hereunder, and (zvi) 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 transactions contemplated by this Agreement. The Company does agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not have materially and adversely affect the business, operations, assets, condition (financial or otherwise) or properties of the Trust, FPLP or any other member of the Potomac Group) or result in effect the creation of any “poison pill” mortgage, pledge, security interest, lien, encumbrance or shareholder rights plancharge upon any of the properties or assets of the Borrower, such Subsidiary Guarantor, FP Redland Tech or the Trust.

Due Authorization. (a) The Company has full the corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is a party, the issuance and delivery of the Securities by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the applicable transactions contemplated 37 herebyhereby and thereby) (a) are within the corporate power and authority of the Company, including the Merger, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and validly approved each of the other Transaction Documents to which the Company is a party when executed and delivered by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementbe, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, terms except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principles. (b) general principles of equity. Prior to the date of this AgreementClosing, the Company Conversion Shares will be validly reserved for issuance, and its board of directorsupon issuance, have taken all action necessary to exempt under or make not subject to (i) the provisions of Section 203 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 DGCLPreferred Stock will be as set forth in the Certificate of Designation for the Series B Preferred Stock (the "Certificate of Designation"), (ii) any other Takeover Law or (iii) any provision the form of which is attached to this Agreement as Exhibit 2.2A. The terms of the Organizational Documents Warrants will be set forth in a Warrant, the form 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 which is attached to this Agreement, (y) the Merger and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planAgreement as Exhibit 2.

Due Authorization. (a) The Company has full all right, corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the applicable transactions contemplated 37 herebyhereby and thereby) (a) are within the corporate power and authority of the Company, including the Merger, and (b) have been duly authorized by all requisite corporate action of the Company. This Agreement has been, and validly approved each of the other Transaction Documents to which the Company is a party when executed and delivered by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementbe, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principles. general principles of equity. The Shares have been validly reserved for issuance, and upon issuance, will be duly authorized and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series C Preferred Stock and the Series D Preferred Stock will be as set forth in the Certificate of Designation for the Series C Preferred Stock and the Certificate of Designation for the Series D Preferred Stock (b) Prior 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 date Purchasers in accordance with the terms of the Certificates of Designation, when issued and delivered in accordance with the terms of this Agreement, the Company will be duly authorized and its board validly issued and outstanding, fully paid and nonassessable free and clear of directors, have taken all action necessary to exempt under or make any Encumbrances and not subject to (i) the provisions preemptive or other similar rights of Section 203 any stockholders 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 “poison pill” or shareholder rights planCompany.

Due Authorization. (a) The Other than the Company Stockholder Approval, each of Inpixon and the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated herebyhereby and thereby and to perform all of its obligations hereunder and thereunder. The execution, execution and delivery of this Agreement and performance by the other documents to which each of Inpixon and the Company of this Agreement, is a party contemplated hereby and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly authorized and approved by the unanimous vote Board of Directors of each of Inpixon and the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany, and no other company or corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement and the transactions other documents to which each of Inpixon and the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing, the other documents to which each of Inpixon and the Company has is a party contemplated hereby will be, duly and validly executed and delivered by each of Inpixon and the Company and this Agreement. This Agreement constitutes constitutes, and on or prior to the Closing, the other documents to which each of Inpixon and the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each of Inpixon and the Company Company, enforceable against each of Inpixon and the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity. (b) Prior 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 board stockholders, and declaring advisable, to enter into this Agreement and the other documents to which each of directorsInpixon and the Company is a party contemplated hereby, have taken all action necessary and (B) approving the execution, delivery and performance by each of Inpixon and the Company of this Agreement and the other documents to exempt under or make not subject to (i) which each of Inpixon and the provisions of Section 203 of Company is a party contemplated hereby and the DGCL, transactions contemplated hereby and thereby and (ii) any other Takeover Law or (iii) any provision the Board of Directors of the Organizational Company has duly adopted resolutions recommending the adoption and approval of this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby by the Company’s stockholders. No other corporate action is required on the part of Inpixon, the Company or any of their respective stockholders to enter into this Agreement or the documents to which Inpixon or the Company is a party contemplated hereby or to approve the Merger other than the Company Stockholder Approval. The Company Stockholder Approval will be duly and validly obtained in accordance with applicable Law (including the DGCL) and the Governing Documents of the Company and the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law: (x) upon the execution and delivery of the Company Stockholder Written Consent pursuant to the terms of this Agreement, (y) and, when delivered, the Merger and (z) any of Company Stockholder Written Consent will constitute the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planStockholder Approval.

Due Authorization. (a) The Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is 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 and to perform all of its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the Transactions have been duly and validly authorized and approved by the Company Board, and no other company or corporate proceeding on the part of the Company or any Company Shareholder is necessary to authorize the execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party. This Agreement has been, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company, and (assuming due authorization, execution and delivery of this Agreement by the other Parties and of the other documents to which the Company is a party contemplated hereby by the other parties thereto) this Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby 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. (b) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the Transactions are likely to promote the success of the Company for the benefit of its members as a whole having regard (amongst other matters) to the matters referred to in section 172 of the Companies ▇▇▇ ▇▇▇▇, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no Transactions. No other corporate actions or proceedings action is required on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation any of the Company enforceable against Investors to enter into this Agreement or the documents to which the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization is a party contemplated hereby or similar Laws in effect which affect to approve the enforcement of creditors’ rights generally and by equitable principlesExchange or the Mergers. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full power execution and authority delivery by Empire of this Agreement and each of the other Transaction Documents to enter into which it is a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary corporate proceedings on the part of Empire. No other corporate proceeding on the part of Empire is necessary to approve and adopt this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, This Agreement and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, other Transaction Documents to which Empire is a party have been duly and validly executed by Empire and constitute the legal, valid and binding obligations of Empire enforceable against Empire 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. (b) The execution and delivery by Ma▇▇▇▇▇▇ ▇f this Agreement and each of the other Transaction Documents to which it is a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other all necessary corporate actions or proceedings on the part of Ma▇▇▇▇▇▇. No other corporate proceeding on the Company or its stockholders shall be part of Ma▇▇▇▇▇▇ ▇s necessary to authorize approve and adopt this Agreement and each of the transactions other Transaction Documents to which it is a party and to consummate the transaction contemplated herebyhereby and thereby. The Company has This Agreement and the other Transaction Documents to which Ma▇▇▇▇▇▇ ▇s a party have been duly and validly executed and delivered this Agreement. This Agreement constitutes a by Ma▇▇▇▇▇▇ ▇nd constitute the legal, valid and binding obligation obligations of the Company enforceable Ma▇▇▇▇▇▇ ▇nforceable against the Company in Ma▇▇▇▇▇▇ ▇n accordance with its their respective terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this 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 insolvency or other applicable state Law: (x) the execution similar laws of this Agreement, (y) the Merger general application affecting creditors' rights and (z) any general principles of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planequity.

Due Authorization. (a) The Each of the Company Parties has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this AgreementAgreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.6) to consummate the Transactions and the FST Restructuring, and to perform all of its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution, execution and delivery of this Agreement and performance by the other documents to which the Company of this Agreement, Parties are parties contemplated hereby and the consummation by the Company of the applicable transactions contemplated 37 hereby, including Transactions and the Merger, FST Restructuring have been duly and validly authorized and approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany, and no other company or corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be Parties is necessary to authorize this Agreement and the transactions other documents to which the Company Parties are parties contemplated hereby. The Company This Agreement has been, and on or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of the Company Parties, and this Agreement. This Agreement constitutes constitutes, assuming the due authorization, execution and delivery by the other Parties hereto, and on or prior to the Closing, the other documents to which each of the Company Parties is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other Parties thereto, a legal, valid and binding obligation of the Company Parties, enforceable against the Company Parties in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity. (b) Prior On or prior to the date of this Agreement, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to directors of each of the Company Parties has duly adopted resolutions (i) determining that this Agreement, the provisions of Section 203 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 DGCL, Company Parties and the Company Shareholders and (ii) any other Takeover Law or (iii) any provision of authorizing and approving the Organizational Documents of execution, delivery and performance by 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 Parties of this Agreement, (ythe 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 Merger execution and (z) 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 transactions contemplated by this Agreement. The than the Company does not have in effect any “poison pill” or shareholder rights planShareholder Approvals.

Due Authorization. (a) The Company Holdings has full the requisite limited liability company power and authority to enter into execute and deliver this Agreement, Agreement and each Transaction Agreement to which it is a party and (subject to the approvals described in Section 5.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly approved authorized by the unanimous vote of the board of directors managers of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, Holdings and no other corporate actions or proceedings limited liability company proceeding on the part of the Company Holdings or any of its stockholders shall be equityholders is necessary to authorize this Agreement or such Transaction Agreements or Holdings’ performance hereunder or thereunder. This Agreement has been, and the transactions contemplated hereby. The Company has each such Transaction Agreement (when executed and delivered by Holdings) will be, duly and validly executed and delivered by Holdings and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such Transaction Agreement will constitute, a legal, valid and binding obligation of the Company Holdings, enforceable against the Company Holdings in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect subject to the enforcement Enforceability Exceptions. The copy of creditors’ rights generally and by equitable principles. (b) Prior the Holdings Board Approval provided to Acquiror prior to the date hereof is true, correct and complete, is effective and has not been revoked and is the only approval of this Agreement, the Company and its board of directors, have taken all action necessary to exempt under managers of Holdings 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 equityholders of Holdings to approve relating to the Transaction Agreements, the transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planhereby and thereby and the performance of the obligations of Holdings hereunder and thereunder.

Due Authorization. Each Seller has all requisite company or corporate (aas the case may be) The Company has full power and authority to enter into this Agreement, Agreement and the Related Agreements to perform its obligations hereunder which such Seller is to be a party and to consummate the transactions contemplated herebyhereby and, if applicable, thereby. The execution, delivery and performance by the Company of this AgreementAgreement by each Seller and the Related Agreements by each Seller which is to be a party thereto, and the consummation by the Company of the applicable transactions contemplated 37 herebyhereby and thereby by each Seller, including the Merger, have has been duly and validly authorized and approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, each Seller and no other company or corporate actions action or proceedings proceeding on the part of the Company or its stockholders shall be any Seller is necessary to authorize this Agreement Agreement, the Related Agreements to which such Seller is to be a party and the transactions contemplated herebyhereby and thereby. The Company Each Seller has duly and validly executed and delivered this AgreementAgreement and prior to or at the Closing will duly and validly execute and deliver the Related Agreements to which any such Seller is a party. This Assuming the due authorization, execution and delivery of this Agreement and the 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 the Company Related Agreements to which any such Seller is a party, such Related Agreements will constitute legal, valid and binding obligations of the Seller that is a party to any Related Agreement, in each case, enforceable against the Company in accordance with its respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws laws in effect which that affect the enforcement of creditors’ rights generally and by equitable principleslimitations on the availability of specific remedies and by principles of equity (collectively, “Enforceability Limitations”). (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full all right, corporate power and authority to enter into this AgreementAgreement and the Related Agreements, and, subject to perform its obligations hereunder and obtaining the Stockholder Approval, to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement, the Related Agreements, and the consummation compliance by the Company with each of the applicable transactions contemplated 37 herebyprovisions of this Agreement and the Related Agreements (i) are within the corporate power and authority of the Company, including and (ii) subject to obtaining the MergerStockholder Approval, have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and validly approved each of the Related Agreements, when executed and delivered by the unanimous vote of the board of directors of the Company and Company, will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementbe, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreementby the Company. This Agreement constitutes constitutes, and each of the Related Agreements, when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, terms except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principlesgeneral principles of equity. The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company (the "Board of Directors") and will be effective upon the Closing. (b) Prior to The Shares have been duly authorized by the date of Company and, when issued, sold and delivered in accordance with this Agreement, the 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 its board nonassessable. At the Closing, the shares of directorsCommon Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, have taken all action necessary to exempt and no further approval or authority of the stockholders or the Board of Directors under or make not subject to (i) the provisions of Section 203 of the DGCL, (ii) the rules of the NYSE or the consent of any other Takeover Law or (iii) any provision party, other than the approval of the Organizational Documents NYSE and the Pacific Exchange, Inc. (the "PCX") of the Company 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 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 Stockholders Agreement, (y) the Merger and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full the requisite corporate power and authority to enter into execute and deliver this Agreement, the Plan of Merger and each other Transaction Agreement to which it is or will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, the Plan of Merger and such other Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, Transactions have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany Stockholders, and other than the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05, no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each of the transactions contemplated hereby. The Company Plan of Merger, the Articles of Merger, and such other Transaction Agreement has been or will be (when executed and delivered by the Company) duly and validly executed and delivered by the Company, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes, and each such other Transaction Agreement constitutes or will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company Company, in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full the requisite corporate power and authority to enter into into, execute and deliver this Agreement, the Warrants and the Registration Rights Agreement and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereunder and thereunder. The execution, execution and delivery and performance by the Company of this Agreement, the Warrants and the Registration Rights Agreement by the Company and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereunder and thereunder have been duly and validly approved authorized by all requisite corporate action, and no other corporate proceedings on the unanimous vote part of the board of directors Company, pursuant to the General Corporation Law of the Company State of Delaware, as amended, or otherwise, are necessary to authorize the execution and will be duly delivery of this Agreement, the Warrants and validly approved by the Consenting Stockholders within twenty-four hours of 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, and no other corporate actions or proceedings on in each case, to permit the part entering into of the Company or its stockholders shall be necessary to authorize this Agreement and the Settlement Agreement, and, subject to the consummation of the transactions contemplated herebyhereunder, the acquisition by the Investor and/or any of its Affiliates of the Shares, the Warrants and the Underlying Shares and the acquisition by the Investor and/or any of its Affiliates of additional securities as set forth in the Settlement Agreement. The Rights Agreements have not been further amended or modified, as of the date hereof, and will not be further amended or modified to prohibit or restrict any of the foregoing permitted acquisitions. The Company (i) has duly and validly executed and delivered this not granted any currently effective waiver or exemption to any Person under any Rights Agreement. This Agreement constitutes a legal, valid and binding obligation except as set forth on Section 3.2(b) of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this 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 DGCLDisclosure Schedule, (ii) will not grant any other Takeover Law waiver or exemption to any Person under any Rights Agreement prior to the Closing and (iii) will not grant any provision of the Organizational Documents of the Company and the Subsidiaries waiver or exemption to any Person under any Rights Agreement that would require any corporate approval other than that otherwise required by the DGCL prohibit or other applicable state Law: (x) the execution of this Agreement, (y) the Merger and (z) restrict any of the other 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 its Affiliates and Associates (as defined 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, from and after such time as the Investor, together with its Affiliates and Associates, 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, 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 the terms of the Board resolutions as set forth above, and is effective only to the extent of such limitation, as set forth above, and that Section 203 (and the restrictions on business combinations contained therein) shall otherwise apply to the Investor and its Affiliates and Associates and shall apply as a matter of contract pursuant to this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company SPAC has full all requisite corporate power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject only to obtaining the SPAC Stockholders’ Approval, the effectiveness of the Proxy/Registration Statement, receipt of the Regulatory Approvals, distribution of the Company Information Circular, approval by the Court of the Arrangement and entry of the Interim Order and the Final Order, to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other All corporate actions or proceedings action on the part of SPAC and its respective directors, officers and stockholders necessary for the Company or its stockholders shall be necessary to authorize (a) authorization, execution and delivery by SPAC of this Agreement and the transactions contemplated hereby. The Company Ancillary Agreements to which it is or will be a party, (b) consummation of the Transactions and (c) performance of each of their obligations hereunder or thereunder has duly been taken or will be taken prior to the Closing, subject to (i) obtaining the SPAC Stockholders’ Approval and validly executed and delivered this Agreement(ii) the receipt of the Regulatory Approvals. This Agreement constitutes and the Ancillary Agreements to which it is or will be a legalparty assuming due authorization, execution and delivery by each other party constitute or will constitute at the Closing (with respect to the Ancillary Agreements to be executed at the Closing) valid and binding obligation obligations of the Company SPAC, enforceable against the Company such Person in accordance with its their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization or similar moratorium and other Laws in effect which affect the of general application affecting enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this 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 as limited by Laws relating to the availability of the Organizational Documents of the Company and the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL specific performance, injunctive relief or other applicable state Law: (x) the execution equitable remedies or by general principles 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 “poison pill” or shareholder rights planequity.

Due Authorization. The Company has all requisite corporate power and authority to: (a) The Company has full power execute, deliver and authority perform this Agreement and the other Transaction Agreements to enter into this Agreement, to perform its which it is a party; and (b) carry out the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions (including the Merger), in each case, subject to the consents, approvals, authorizations and other requirements described in Section 4.5. The execution, execution and delivery and performance by the Company of this Agreement, Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company of the applicable transactions contemplated 37 hereby, Transactions (including the Merger) have been, have been or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly approved authorized by the unanimous vote of all requisite action, including approval by the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours and, following receipt of the execution affirmative vote or consent of the holders of shares representing a majority of the voting power of the Company required to approve and adopt this Agreement, the Merger and the other Transactions under the Charter Documents and the DGCL, including, without limitation, the approval of the holders of the Company Preferred Stock and Company Common Stock, respectively, including the (x) approval of the majority of the holders of the Company Preferred Stock and the Company Common Stock voting as a single class (on an as converted basis) and (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 actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement. This Agreement and the transactions contemplated hereby. The Company has other Transaction Agreements to which it is a party have been duly and validly executed and delivered by the Company and (assuming this Agreement. This Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub) constitute or will constitute the Company legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of laws affecting creditors’ rights generally and by equitable principles. subject, as to enforceability, to general principles of equity (b) Prior to the date of this Agreementcollectively, 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 “poison pill” or shareholder rights planRemedies Exception”).

Due Authorization. (a) The Company has full all right, corporate power and authority to enter into this AgreementAgreement and the Related Agreements, and, subject to perform its obligations hereunder and obtaining the Stockholder Approval, to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement, the Related Agreements, and the consummation compliance by the Company with each of the applicable transactions contemplated 37 herebyprovisions of this Agreement and the Related Agreements (i) are within the corporate power and authority of the Company, including and (ii) subject to obtaining the MergerStockholder Approval, have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and validly approved each of the Related Agreements, when executed and delivered by the unanimous vote of the board of directors of the Company and Company, will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementbe, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreementby the Company. This Agreement constitutes constitutes, and each of the Related Agreements, when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, terms except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principlesgeneral principles of equity. The Restated Company By-Laws have been duly adopted by the Board of Directors of the Company (the "Board of Directors") and will be effective upon the Closing. (b) Prior to The Shares have been duly authorized by the date of Company and, when issued, sold and delivered in accordance with this Agreement, the 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 its board nonassessable. At the Closing, the shares of directorsCommon Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, have taken all action necessary to exempt and no further approval or authority of the stockholders or the Board of Directors under or make not subject to (i) the provisions of Section 203 of the DGCL, (ii) the rules of the NYSE or the consent of any other Takeover Law or (iii) any provision party, other than the approval of the Organizational Documents NYSE and the Pacific Exchange, Inc. (the "PCX") of the Company 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 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 Stockholders Agreement, (y) the Merger and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and the Transaction Documents to perform its obligations hereunder which it is or will be a party and to consummate the transactions contemplated herebyTransactions, 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 and delivery and performance by the Company of this Agreement, Agreement and the Transaction Documents to which it is or will be a party as of the Effective Time and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, Transactions have been duly authorized by all necessary and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementproper corporate action on its part, and no other corporate actions or proceedings action on the part of the Company or its stockholders shall be 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 transactions contemplated herebyDistribution 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. The 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 will when executed and delivered constitute the Company legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principles. subject, as to enforceability, to general principles of equity (b) Prior to the date of this Agreementcollectively, 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 “poison pill” or shareholder rights planRemedies Exception”).

Due Authorization. (a) The Subject to any required approvals of the Bankruptcy Court, the Company has full shall have the requisite corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and shall have the requisite corporate power and authority to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement 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 applicable transactions contemplated 37 hereby, including hereby and thereby) (i) are within the Merger, have been duly corporate power and validly approved by the unanimous vote of the board of directors authority of the Company and will be (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 validly approved each of the other Transaction Documents to which the Company is a party when executed and delivered by the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany shall be, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has 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 a party, this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company shall constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principles. (b) Prior general principles of equity. The terms, designations, powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions of the Series A Preferred Stock shall be as set forth in the Preferred Stock Certificate of Designation. After giving effect to the date Reorganization, (x) the Preferred Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, the Company shall be validly issued and its board of directorsoutstanding, have taken all action necessary to exempt under or make fully paid and non-assessable, and not subject to (i) the provisions of Section 203 preemptive or other similar rights of the DGCL, (ii) any other Takeover Law or (iii) any provision stockholders 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 AgreementCompany, (y) the Merger 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) any 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 other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planstockholders of the Company.

Due Authorization. (a) The Company has full all corporate right, power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and the Merger Agreement and to consummate the transactions contemplated herebyhereby and thereby. The execution, (a) execution and delivery and performance by the Company of this Agreement, (b) issuance, sale and delivery of the consummation Shares by the Company and (c) compliance by the Company with each of the applicable transactions contemplated 37 hereby, including provisions of this Agreement (i) are within the Merger, have been duly corporate power and validly approved by the unanimous vote of the board of directors authority of the Company and will be (ii) have been duly and validly approved authorized by the Consenting Stockholders within twenty-four hours all requisite corporate action of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Company. This Agreement and the transactions contemplated hereby. The Company has been duly and validly executed and delivered by the Company, and (assuming this Agreement. This Agreement constitutes a valid and binding obligation of the Investor) this Agreement constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization or moratorium and other similar Laws in effect which affect affecting the enforcement of creditors’ ' rights generally and limitations imposed by equitable principlesgeneral principles of equity. (b) Prior to The Shares have been duly authorized by the date of Company and, when issued, sold and delivered in accordance with this Agreement, the Company Shares will be validly issued, fully paid and its board nonassessable, free and clear of directorsall Liens, have taken all action necessary to exempt under or make and the issuance thereof will not be subject to (i) any preemptive rights, right of first refusal or similar right. At the provisions of Section 203 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 (iithe "NYSE") or the consent of any other Takeover Law or (iii) any provision party will be required for the issuance of the Organizational Documents Shares, other than the approval of the Company and NYSE of the Subsidiaries that would require any corporate approval other than that otherwise required by listing of such shares of Common Stock on the DGCL NYSE. No preemptive rights or other applicable state Law: (x) rights to subscribe for or purchase securities exist with respect to the execution of this Agreement, (y) the Merger issuance and (z) any sale of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planShares.

Due Authorization. (a) The Company has full all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and and, subject to the filings under Section 2.3, to consummate the transactions contemplated hereby. The executionTransactions, delivery and performance by except for obtaining the Company of this AgreementStockholder Approval, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, and, assuming the representations and warranties set forth in Section 5.9 are true and correct, the consummation by it of the Merger, have been duly authorized by the Company Board 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 the execution, delivery and performance by the Company of this Agreement and the Transactions. (b) The Company Board, after considering the recommendation of the Company Special Committee, has adopted resolutions unanimously (i) approving the execution, delivery and performance by the Company of this Agreement and the consummation of the 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 duly and validly executed and delivered this Agreement. This Assuming the due authorization, execution and delivery hereof by ▇▇▇▇▇▇ and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar Laws now or hereafter in effect which affect the enforcement of creditors’ rights generally and by rules of Law governing specific performance, injunctive relief and equitable principlesprinciples (the “Enforceability Exceptions”). (bd) Prior As of the date hereof and at all times on or prior to the date of this AgreementEffective Time, the Company and its board of directors, the Company Board have taken all action actions necessary so that the restrictions applicable to exempt under or make not subject to (i) the provisions of business combinations contained in Section 203 of the DGCLDGCL are, (ii) any 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 (iii) any similar provision of the Organizational Documents of the Company and its Subsidiaries is, or at the Subsidiaries that would require any corporate approval other than that otherwise required by Effective Time will be, applicable to this Agreement and 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 AgreementTransactions. The Company does not have in effect any “poison pill,” stockholder rights plan or shareholder rights similar anti-takeover agreement or plan.

Due Authorization. (a) The Company has full the corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is a party, the issuance and delivery of the Securities by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the applicable transactions contemplated 37 herebyhereby and thereby) (a) are within the corporate power and authority of the Company, including the Merger, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and validly approved each of the other Transaction Documents to which the Company is a party when executed and delivered by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementbe, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, terms except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principles. (b) general principles of equity. Prior to the date Closing, the Conversion Shares will be validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series F Preferred Stock and the Series G Preferred Stock will be as set forth in the Certificate of Designation for the Series F Preferred Stock and the Certificate of Designation for the Series G Preferred Stock (collectively, the "Certificates of Designation"), the forms of which are attached to this Agreement as Exhibits 2.2A and 2.2B. The terms of the Warrants will be set forth in a Warrant, the form of which is attached to this Agreement as Exhibit 2.2C. The Securities issued to the Purchasers in accordance with the terms of the Certificates of Designation or Warrant, as applicable, when issued and delivered in accordance with the terms of this Agreement, the Company will be validly issued and its board outstanding, fully paid and non-assessable, free and, except as provided in Section 4.9 hereof, clear of directors, have taken all action necessary to exempt under or make any Encumbrances and not subject to (i) the provisions of Section 203 preemptive or other similar rights of the DGCL, (ii) any other Takeover Law or (iii) any provision stockholders 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 “poison pill” or shareholder rights planCompany.

Due Authorization. (a) The Company SPAC has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and each other Transaction Agreement to which it is a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such other Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, SPAC and no other corporate actions or proceedings equivalent proceeding on the part of the Company or its stockholders shall be SPAC is necessary to authorize this Agreement or such other Transaction Agreements or SPAC’s performance hereunder or thereunder (except that the SPAC Shareholder Approval is a condition to the consummation of the First Merger and the transactions contemplated herebySPAC Second Merger Approval is a condition to the consummation of the Second Merger). The Company This Agreement has been, and each such other Transaction Agreement (when executed and delivered by SPAC) will be, duly and validly executed and delivered by SPAC and, assuming due authorization and execution by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such other Transaction Agreement will constitute a legal, valid and binding obligation of the Company SPAC, enforceable against the Company SPAC in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect subject to the enforcement of creditors’ rights generally and by equitable principlesEnforceability Exceptions. (b) Prior to The only approvals or votes required from the date holders of the SPAC’s Equity Securities in connection with the entry into this AgreementAgreement by SPAC, the Company consummation of the Transactions, including the Closing, and its the approval of the SPAC Transaction Proposals and the SPAC Second Merger Proposals are as set forth on Schedule 5.02(b). (c) At a meeting duly called and held, the board of directors, have taken all action necessary to exempt under or make not subject to directors of SPAC has unanimously: (i) determined that this Agreement and the provisions of Section 203 Transactions are fair to and in the best interests of the DGCLSPAC and the SPAC’s shareholders, (ii) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any other Takeover Law or deferred underwriting commissions and taxes payable on interest earned) as of the date hereof, (iii) any provision approved the Transactions as a Business Combination, (iv) resolved to recommend to SPAC’s shareholders approval of each of the Organizational Documents SPAC Transaction Proposals, and (v) resolved to, immediately following the consummation of the Company and First Merger at the Subsidiaries that would require any corporate First Effective Time, seek 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 each of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planSPAC Second Merger Proposals.

Due Authorization. (a) The Other than the Company Shareholders’ Approval, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Initial Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Initial Closing, the other documents to which the Company is a party contemplated hereby 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 (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to the Company Charter) is present, the approval and authorization of the Acquisition Merger and the Plan of Acquisition Merger shall require approval by a special resolution of the holders of at least two-thirds (2/3) of the issued and outstanding Company Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the Company Board and held for such purpose (the “Company Shareholders’ Approval”). The foregoing votes are the only votes of any of the Company Shares necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Acquisition Closing. (c) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its shareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other Transaction Documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary shareholders to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Transactions other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditorsShareholders’ rights generally and by equitable principlesApproval. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full power execution and authority delivery by Empire of this Agreement and each of the other Transaction Documents to enter into which it is a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by all necessary corporate proceedings on the part of Empire. No other corporate proceeding on the part of Empire is necessary to approve and adopt this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, This Agreement and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, other Transaction Documents to which Empire is a party have been duly and validly executed by Empire and constitute the legal, valid and binding obligations of Empire enforceable against Empire 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. (b) The execution and delivery by ▇▇▇▇▇▇▇▇ of this Agreement and each of the other Transaction Documents to which it is a party, the performance by it of all the terms and conditions hereof and thereof to be performed by it and the consummation of the transactions contemplated hereby and thereby have been duly authorized and approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other all necessary corporate actions or proceedings on the part of ▇▇▇▇▇▇▇▇. No other corporate proceeding on the Company or its stockholders shall be part of ▇▇▇▇▇▇▇▇ is necessary to authorize approve and adopt this Agreement and each of the transactions other Transaction Documents to which it is a party and to consummate the transaction contemplated herebyhereby and thereby. The Company has This Agreement and the other Transaction Documents to which ▇▇▇▇▇▇▇▇ is a party have been duly and validly executed by ▇▇▇▇▇▇▇▇ and delivered this Agreement. This Agreement constitutes a constitute the legal, valid and binding obligation obligations of the Company ▇▇▇▇▇▇▇▇ enforceable against the Company ▇▇▇▇▇▇▇▇ in accordance with its their respective terms, except as such enforceability may be limited by applicable subject to bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this 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 insolvency or other applicable state Law: (x) the execution similar laws of this Agreement, (y) the Merger general application affecting creditors' rights and (z) any general principles of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planequity.

Due Authorization. (a) The Company has full the requisite corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement 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 applicable transactions contemplated 37 hereby, including hereby and thereby) (i) are within the Merger, have been duly corporate power and validly approved by the unanimous vote of the board of directors authority of the Company and will be (ii) have been duly authorized by all necessary corporate action of the Company, subject to (A) the approval and validly approved adoption of each Series B Certificate of Designation by the Consenting Stockholders within twenty-four hours Company Board, (B) the Series A Holder Approval and (C) the Company Stockholder Approval. This Agreement has been, and each of the execution of this Agreement, and no other corporate actions or proceedings on the part of Transaction Documents to which the Company or its stockholders is a party when executed and delivered by the Company shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has 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 a party, this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company shall constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principles. (b) Prior general principles of equity. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of each series of the 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 date terms of this Agreement, the Company shall be validly issued and its board of directorsoutstanding, have taken all action necessary to exempt under or make fully paid and non-assessable, and not subject to (i) the provisions of Section 203 preemptive or other similar rights of the DGCL, (ii) any other Takeover Law or (iii) any provision stockholders of the Organizational Documents 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 Company applicable Series B Certificate of Designation and the Subsidiaries that would require any corporate approval other than that otherwise required by Warrants, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the DGCL preemptive or other applicable state Law: (x) the execution of this Agreement, (y) the Merger and (z) any similar rights of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planstockholders of the Company.

Due Authorization. (a) The Each of the Company and Merger Sub has full the requisite corporate power and authority to enter into execute and deliver this AgreementAgreement and each other Transaction 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 its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company of this Agreement, Board and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementMerger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.05, no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be Merger Sub is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and each such other Transaction Agreement has been or will be (when executed and delivered by the transactions contemplated hereby. The Company has or Merger Sub as applicable), duly and validly executed and delivered by the Company or Merger Sub, as applicable, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes, and each such other Transaction Agreement constitutes or will constitute, a legal, valid and binding obligation of the Company or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) Prior On or prior to the date of this Agreement, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to Board has unanimously (i) determined that it is in the provisions of Section 203 of the DGCL, (ii) any other Takeover Law or (iii) any provision of the Organizational Documents best interests of the Company and the Subsidiaries that would require any corporate 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 other than that otherwise required by of the DGCL Company Transaction Proposals. On or other applicable state Law: (x) prior to the execution 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 (yi) 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. (zc) any The only approvals or votes required from the holders of the other transactions contemplated by this Agreement. The Company’s Equity Securities in connection with the consummation of the Transactions, including the Closing, and the approval of the Company does not have in effect any “poison pill” or shareholder rights planTransaction Proposals are as set forth on Section 4.03(c) of the Company Disclosure Letter.

Due Authorization. (a) The Company has full all requisite power and authority to enter into this Agreement, to perform its obligations hereunder and and, subject to the filings under Section ‎2.3, to consummate the transactions contemplated herebyTransactions, and except for obtaining the Company Shareholder Approval, no other corporate actions or proceedings on the part of the Company or its shareholders shall be necessary to authorize this Agreement and the Transactions. The execution, delivery and performance by the Company of this Agreement, and, assuming the representations and warranties set forth in Section ‎5.10 are true and correct, the consummation by the Company it of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved authorized by the unanimous vote Company Board and, assuming that the Merger is consummated in accordance with the MBCA, except for filing the MBCA Certificate of Merger with the board of directors of Michigan Department pursuant to the MBCA and subject to obtaining the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementShareholder Approval, and no other corporate actions or proceedings action on the part of the Company or its stockholders shall be is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the transactions contemplated herebyTransactions. (b) The Company Board has adopted resolutions unanimously (i) approving the execution, delivery and performance by the Company of this Agreement and the consummation of the 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 duly and validly executed and delivered this Agreement. This Assuming the due authorization, execution and delivery hereof by Parent, Merger Sub and Guarantor, this Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance moratorium, reorganization or similar Laws now or hereafter in effect which affect the enforcement of creditors’ rights generally and by rules of Law governing specific performance, injunctive relief and equitable principlesprinciples (the “Enforceability Exceptions”). (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full all right, corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is a party, the issuance and sale of the Notes, the GS Shares, the Series A 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 (including the reservation and issuance of the Conversion Shares, the reservation and issuance of Warrant Shares, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including hereby and thereby) (a) are within the Merger, have been duly corporate power and validly approved by the unanimous vote of the board of directors authority of the Company and will be (b) have been duly and validly approved authorized by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other all requisite corporate actions or proceedings on the part of the Company, except for the approval by the stockholders of the Company or its referenced in Section 5.6. The Board of Directors has determined that it is advisable and in the best interest of the Company's stockholders shall be necessary for the Company to authorize this Agreement consummate the issuance and sale of the Notes, the GS Shares, the Series A Preferred Stock and the Warrants upon the terms and subject to the conditions set forth in this Agreement, and has unanimously recommended that the Company's stockholders approve the transactions contemplated herebyreferenced in Section 5.6. The As of May 5, 2000, the Board of Directors consists of eight directors and the Initial Noteholder Designee has been duly appointed to serve as a member of the Board of Directors and the Executive Committee of the Board of Directors as of January 20, 2000. This Agreement has been, and each of the other Transaction Documents to which the Company has is a party when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability against the Company may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws now or hereafter in effect which affect relating to the enforcement rights of creditors’ rights generally creditors generally. The GS Shares have been duly and by equitable principlesvalidly issued and are outstanding, fully paid and nonassessable. At the Second Closing, the Conversion Shares will be validly reserved for issuance, and upon issuance in accordance with the Series A Certificate of Designation and Series B Certificate of Designation will be duly and validly issued and outstanding, fully paid and nonassessable. At the Second Closing, the Warrant Shares will be validly reserved for issuance, and upon issuance in accordance with the terms of the Warrants will be duly and validly issued and outstanding, fully paid and nonassessable. (bk) Prior to the date of this Agreement, the Company Section 3.3 is hereby amended and restated in 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 “poison pill” or shareholder rights plan.entirety as follows:

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the 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 Merger under applicable Law (including the DGCL and the CCC) and the Company’s Governing Documents. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing and upon execution by the Company, such other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of 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. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Company Recapitalization) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, hereby and thereby (including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no Recapitalization). No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Merger other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesStockholder Approval. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Each of the Company and Merger Sub has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and each Ancillary Agreement to which it is a party. Each of the Company and Merger Sub has all requisite corporate power and authority to perform its respective obligations hereunder under this Agreement and each Ancillary Agreement to which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation Ancillary Agreements to which they are a party by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors each of the Company and will be duly Merger Sub and validly approved by the Consenting Stockholders within twenty-four hours consummation of the execution transactions contemplated hereby and thereby have been duly, validly and unanimously authorized by all requisite action, including, in the case of this AgreementMerger Sub, the Written Consent, and no other corporate actions or proceedings equivalent proceeding on the part of the Company or its stockholders shall be Merger Sub is necessary to authorize this Agreement or the Ancillary Agreements or the Company’s or Merger Sub’s performance hereunder or thereunder. This Agreement and the transactions contemplated hereby. The Company each Ancillary Agreement has been or will be, duly and validly executed and delivered by each of the Company and Merger Sub and, assuming due authorization and execution by each other parties hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such Ancillary Agreement will constitute, a legal, valid and binding obligation of each of the Company and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity. (b) Prior to The Company Board and the date of this Agreement, the Company and its board of directorsdirectors of Merger Sub, have taken all action necessary to exempt under by resolutions duly adopted at a meeting duly called and held and not subsequently rescinded or make not subject to (i) modified in any way, has approved, as applicable, this Agreement and the provisions of Section 203 of Ancillary Agreements and the DGCLtransactions contemplated hereby and thereby, (ii) any other Takeover Law or (iii) any provision of including the Organizational Documents Merger and the issuance of the Company and Class A Common Stock to 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 AgreementPubco Stockholders. The Company does not have in effect any “poison pill” or shareholder rights planhas delivered to Pubco a true and complete copy of the Written Consent.

Due Authorization. (a) The Company has full the requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and each Transaction Agreement to which it is a party and (subject to the approvals described in Section 5.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and such Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, Transactions have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company, and, other than the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementStockholder Approval, and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or such Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Agreement (when executed and delivered by the transactions contemplated hereby. The Company has Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such Transaction Agreement will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principles. subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (b) Prior to the date of this Agreement“Enforceability Exceptions”). At a meeting duly called and held, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to directors of the Company has unanimously (i) determined that it is in the provisions of Section 203 of the DGCL, (ii) any other Takeover Law or (iii) any provision of the Organizational Documents best interests of the Company and the Subsidiaries that would require any corporate approval other than that otherwise required by stockholders of the DGCL or other applicable state Law: Company, and declared it advisable, to enter into this Agreement providing for the Merger, (xii) approved this Agreement and the execution Transactions, including the Merger, on the terms and subject to the conditions of this Agreement, (y) the Merger and (ziii) any adopted a resolution recommending that this Agreement and the Transactions, including the Merger, be adopted by the stockholders of the other transactions contemplated by this AgreementCompany. The Company does not have in effect Stockholder Approval is the only vote or consent of holders of any “poison pill” class of equity securities of the Company or shareholder rights planany of its Subsidiaries that is required to adopt this Agreement and approve the Transactions.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has full the requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and each Transaction Document to which it is or will be a party and (subject to the approvals described in Section 5.05 of the Company Disclosure Letter) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such Transaction Documents and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and, other than execution and will be duly and validly approved by the Consenting Stockholders within twenty-four hours delivery of the execution of this AgreementCompany Stockholder Approval, and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or such Transaction Documents or the Company’s performance hereunder or thereunder. This Agreement has been, and each such Transaction Document (when executed and delivered by the transactions contemplated hereby. The Company has Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes, and each such Transaction Document to which the Company is or will be a party, constitutes or will constitute a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at law (the “Enforceability Exceptions”). (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full all corporate right, power and authority to enter into this Agreement, to perform its obligations hereunder Agreement and to consummate the transactions contemplated hereby. The execution, (a) execution and delivery and performance by the Company of this Agreement, (b) issuance, sale and delivery of the consummation Shares by the Company and (c) compliance by the Company with each of the applicable transactions contemplated 37 hereby, including provisions of this Agreement (i) are within the Merger, have been duly corporate power and validly approved by the unanimous vote of the board of directors authority of the Company and will be (ii) have been duly and validly approved authorized by the Consenting Stockholders within twenty-four hours all requisite corporate action of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Company. This Agreement and the transactions contemplated hereby. The Company has been duly and validly executed and delivered by the Company, and (assuming this Agreement. This Agreement constitutes a valid and binding obligation of the Investors) this Agreement constitutes a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization or moratorium and other similar Laws in effect which affect affecting the enforcement of creditors’ ' rights generally and limitations imposed by equitable principlesgeneral principles of equity. (b) Prior to The Shares have been duly authorized by the date of Company and, when issued, sold and delivered in accordance with this Agreement, the Company Shares will be validly issued, fully paid and its board nonassessable, free and clear of directorsall Liens, have taken all action necessary to exempt under or make and the issuance thereof will not be subject to (i) any preemptive rights, right of first refusal or similar right. At the provisions of Section 203 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 (iithe "NYSE") or the consent of any other Takeover Law or (iii) any provision party will be required for the issuance of the Organizational Documents Shares, other than the approval of the Company and NYSE of the Subsidiaries that would require any corporate approval other than that otherwise required by listing of such shares of Common Stock on the DGCL NYSE. No preemptive rights or other applicable state Law: (x) rights to subscribe for or purchase securities exist with respect to the execution of this Agreement, (y) the Merger issuance and (z) any sale of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planShares.

Due Authorization. (a) The Other than the Company Shareholder Approval, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Amalgamation Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Amalgamation Closing, the other documents to which the Company is a party contemplated hereby 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. (b) Assuming that a quorum (as determined pursuant to the Company’s Governing Documents) is present the Amalgamation Proposal shall require approval by an affirmative vote of the holders of at least 75% of the Company Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the board of directors of the Company and held for such purpose. (c) The foregoing votes are the only votes of any of the Company Shares necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Amalgamation Closing. (d) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other Transaction Documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary shareholders to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Transactions, other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesShareholder Approval. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company Buyer Parent has full all necessary corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement, to perform and the execution and delivery of this Agreement and the 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 consummate issue the transactions contemplated herebyShares 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 executionsigning, delivery and performance by the Company Buyer Parent of this AgreementAgreement is not prohibited or limited by, and the consummation by the Company 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 transactions contemplated 37 hereby, including the Merger, have Order. This Agreement has been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered by Buyer Parent, and (assuming due authorization, execution and delivery by each other Party thereto) this Agreement. This Agreement constitutes a constitutes, and when executed and delivered by Buyer Parent, will constitute, legal, valid and binding obligation obligations of the Company Buyer Parent enforceable against the Company Buyer Parent in accordance with its their respective terms, except as such enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or similar other Laws in effect which affect the enforcement of general application relating to or affecting creditors’ rights generally and by equitable principlesgenerally. (b) Prior Each Buyer has all necessary corporate power and authority to execute, deliver and perform its obligations under the Ancillary Agreements to which it is a party, and the execution and delivery of such agreements and the performance of all of its obligations thereunder will and the consummation of the transactions contemplated thereunder, prior to the date of this Agreement, the Company and its board of directorsClosing, have taken all action necessary to exempt under or make not subject to (i) the provisions of Section 203 been duly authorized by each such Buyer. The signing, delivery and performance by each Buyer of the DGCLAncillary Agreement to which it is a party are not prohibited or limited by, (ii) any other Takeover Law and shall not result in a breach of or (iii) a default under, any provision of the Organizational Documents of such Buyer, or of any material Contract binding on such Buyer, or of any applicable Order. The Ancillary Agreements, upon their delivery at or prior to Closing, will have been duly executed and delivered by each Buyer that is a party thereto and constitute the Company legal, valid and the Subsidiaries binding obligation of each Buyer that would require any corporate approval other than that otherwise required is a party thereto, enforceable against each such Buyer in accordance with their respective terms, except as enforceability may be limited or affected by the DGCL applicable bankruptcy, insolvency, moratorium, reorganization or other applicable state Law: (x) the execution Laws 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 “poison pill” general application relating to or shareholder affecting creditors’ rights plangenerally.

Due Authorization. (a) The Company has full all right, corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the applicable transactions contemplated 37 herebyhereby and thereby) (a) are within the corporate power and authority of the Company, including the Merger, and (b) have been duly authorized by all requisite corporate action of the Company. This Agreement has been, and validly approved each of the other Transaction Documents to which the Company is a party when executed and delivered by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementbe, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principles. (b) Prior to the date general principles of this Agreementequity. The Shares have been validly reserved for issuance, the and upon issuance, will be duly authorized and validly issued and outstanding, fully paid, and nonassessable. The Company and its board of directors, have has taken all action necessary to exempt under or make not subject to (i) waive, and by its execution hereof does hereby waive, the provisions of Section 203 4.16 of the DGCL1999 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, (ii) any designations, powers, preferences and relative participation, optional and other Takeover Law or (iii) any provision special rights, qualifications, limitations and restrictions of the Organizational Documents 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 Company Certificates of Designation, when issued and delivered in accordance with the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other applicable state Law: (x) the execution terms of this Agreement, (y) will be duly authorized and validly issued and outstanding, fully paid and nonassessable free and clear of any Encumbrances and not subject to the Merger and (z) preemptive or other similar rights of any stockholders of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planCompany.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to consummate which the transactions Company is a party contemplated hereby and the consummation of the Transactions have been duly and validly authorized and approved by the Company Board, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby 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 (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the Transactions are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company is a party contemplated hereby and the Transactions and (iii) recommending that the holders of the applicable transactions contemplated 37 herebyCompany Common Stock approve this Agreement and the Transactions, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no . No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Merger other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesStockholder Approvals. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Subject to the approval of the Reserved Issuances at the General Meeting, the Company has the full right, power and authority to enter into this Agreement, Agreement and the Transaction Documents and to perform and discharge its obligations hereunder therein; and to consummate following such approval at the transactions contemplated hereby. The executionGeneral Meeting, delivery this Agreement and the Transaction Documents and the performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, its obligations therein will have been duly authorized, and validly approved this Agreement and the Transaction Documents will have been duly executed and delivered by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes constitute a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and similar Laws in effect which affect the enforcement of laws affecting creditors’ rights generally and by equitable principles. to general principles of equity. Following shareholder approval of such matters at the General Meeting, the shareholders of the Company will have fully and irrevocably waived their preferential subscription rights in favor of : (i) any industrial partner that has a similar, complementary or related business to that of the Company (ii) institutional or strategic investors (a) that have, as the case may be, the status of Qualified Institutional Buyers or Institutional Accredited Investors within the meaning of U.S. law, of qualified investors within the meaning of Regulation (EU) 2017/1129 of 14 June 2017 or an equivalent status under the rules applicable in its country of incorporation; and (b) Prior to the date of this 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 that invest in companies with high growth potential which includes investments in small/mid cap equities; (iii) any provision 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 Organizational Documents implementation of an equity or bond line and, within this framework, to subscribe to the securities so issued. The issuance and sale of the Company Securities as contemplated hereby and by the Pre-Funded Warrants and the Subsidiaries that would require Common Warrants will not be subject to, and will not violate, any corporate approval preferential subscription rights (other than those that otherwise required 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 DGCL or other applicable state Law: (x) the execution of this Agreement, (y) the Merger and (z) any issuance of the other transactions contemplated by this Agreement. The Company does Securities at Closing that have not have in effect any “poison pill” or shareholder rights planbeen fully and irrevocably waived.

Due Authorization. (a) The Company has full all requisite corporate power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is or will be a 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 contemplated herebyhereby and thereby. The executionAll corporate action on the part of each of the GNQ Companies and their respective directors, officers and shareholders necessary for the (a) authorization, execution and delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The 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 has duly Required Approval, (ii) the receipt of the Interim Order and validly executed the Final Order and delivered this Agreement(iii) the receipt of the Regulatory Approvals (as defined below). This Agreement constitutes and the Ancillary Agreements to which it is or will be a legalparty (assuming due authorization, execution and delivery by each other party hereto and thereto) constitute or will constitute at the Closing (with respect to the Ancillary Agreements to be executed at the Closing) valid and binding obligation obligations of the Company Company, enforceable against the Company in accordance with its their respective terms, except (i) as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization or similar moratorium and other Laws in effect which affect the of general application affecting enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this 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 as limited by Laws relating to the availability of the Organizational Documents of the Company and the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL specific performance, injunctive relief or other applicable state Law: (x) the execution equitable remedies or by general principles 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 “poison pill” or shareholder rights planequity.

Due Authorization. (a) The Each of the Company and Merger Sub has full the requisite power and authority to enter into execute and deliver this AgreementAgreement and each other Transaction Agreement to which it is or will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such other Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementMerger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05 and the Company Shareholder Approval, no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be Merger Sub is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such other Transaction Agreement (when executed and delivered by the transactions contemplated hereby. The Company has or Merger Sub, as applicable) will be, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such other Transaction Agreement will constitute, a legal, valid and binding obligation of the Company or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, except as such enforceability may be limited by subject to (x) obtaining the Company Shareholder Approval and (y) applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company Each of the Company, Holdings and APAM has full all requisite corporate or company power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party and subject to the approvals described in Section 4.05 and the adoption of this Agreement and approval of the Mergers by holders of Company Capital Stock who can give the Company Requisite Approval, to perform all of its respective obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, Agreement and such Ancillary Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, Transactions have been duly and validly authorized and approved by the unanimous vote of Company Board, the board of directors Holdings Board, the APAM Board and upon receipt of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementRequisite Approval, and no other corporate actions or proceedings company proceeding on the part of the Company Company, Holdings or its stockholders shall be APAM is necessary to authorize this Agreement or such Ancillary Agreements or the Company’s, Holdings’ or APAM’s performance hereunder or thereunder. This Agreement has been, and on or prior to the transactions contemplated hereby. The Company has Closing and upon execution by the Company, Holdings or APAM, as applicable, each such Ancillary Agreement will be, duly and validly executed and delivered this Agreement. This Agreement constitutes by the Company, Holdings or APAM, as applicable, and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company Company, Holdings or APAM, as applicable, enforceable against the Company Company, Holdings or APAM, as applicable, in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity. (b) Prior On or prior to the date of this Agreement, each of the Company Board, the Holdings Board and its board of directors, have taken all action necessary to exempt under or make not subject to the APAM Board has duly adopted resolutions unanimously (i) determining that this Agreement, the provisions of Section 203 of Ancillary Agreements and the DGCLTransactions are advisable and fair to, (ii) any other Takeover Law or (iii) any provision of and in the Organizational Documents of best interests of, the Company and the Subsidiaries that would require any corporate approval other than that otherwise required Company’s stockholders or Holdings and Holdings’ members or APAM and APAM’s members, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the DGCL Company, Holdings or other applicable state Law: (x) the execution APAM , as applicable, of this Agreement, (y) the Merger Ancillary Agreements and (z) the Transactions. No other corporate or company action, other than the Company Requisite Approval, is required on the part of the Company, Holdings or APAM, as applicable, or any of the other transactions contemplated by holders of any class or series of capital stock of the Company or any of the holders of any limited liability company interests of Holdings or APAM to enter into this Agreement. The Company does not have in effect any “poison pill” Agreement and the Ancillary Agreement or shareholder rights planto approve the Transactions.

Due Authorization. (a) The Subject to the receipt of the Company Shareholder Approval, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the Ancillary Agreements to which it is a party and (subject to the approvals described in Section 4.5) to consummate the Transactions and to perform all of its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution and delivery of this Agreement and the Ancillary Agreements to which the Company is a party and the consummation of the Transactions have been duly and validly authorized and approved by the Company Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the Ancillary Agreements to which the Company is party other than the Company Shareholder Approval and the approvals described in Section 4.5. This Agreement has been, and on or prior to the Closing, the Ancillary Agreements to which the Company is a party will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the Ancillary Agreements to which the Company is a party will constitute, assuming the due authorization, execution and delivery by the other parties thereto, 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. (b) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions by the requisite vote of the Company Board (i) determining that this Agreement, the Ancillary Agreements and the Transactions (including the Merger) are advisable and fair to, and in the best interests of, the Company and the Company Shareholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, the Ancillary Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, Transactions (including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no ). No other corporate actions or proceedings action is required on the part of the Company or its stockholders shall be necessary any of their respective shareholders to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of Ancillary Agreements to which the Company enforceable against is a party or to approve the Merger other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesShareholders Approvals. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company Each of the Acquisition Entities has full all requisite corporate power and authority to enter into (a) execute, deliver and perform this Agreement and the Ancillary Agreements to which it is, or will become pursuant to this Agreement, to perform a party and (b) carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby. The executionTransactions, subject, in the case of the Merger, to obtaining the Merger Sub Written Consent, which shall be obtained within 5 Business Days of the execution and delivery and performance by the Company of this Agreement. The execution and delivery by each of the Acquisition Entities of this Agreement and the Ancillary Agreements to which it is, or will become pursuant to this Agreement, a party and the consummation by the Company such Acquisition Entity of the applicable transactions contemplated 37 hereby, including the Merger, Transactions have been duly and validly approved authorized by the unanimous vote PubCo Board, the Merger Sub Board and the shareholders of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementPubCo, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be such Acquisition Entity are necessary to authorize this Agreement or the Ancillary Agreements to which it is, or will become pursuant to this Agreement, a party or to consummate the Transactions, other than obtaining the Merger Sub Written Consent, which shall be obtained within five Business Days of the execution and delivery of this Agreement. This Agreement and the transactions contemplated hereby. The Company has Ancillary Agreements to which each of the Acquisition Entities is, or will become pursuant to this Agreement, a party have been, or shall be when delivered, duly and validly executed and delivered this Agreement. This Agreement constitutes a by such Acquisition Entity and, assuming the due authorization, execution and delivery hereof and thereof by the other parties hereto and thereto, constitute, or when delivered shall constitute, the legal, valid and binding obligation obligations of the Company such Acquisition Entity, enforceable against the Company such Acquisition Entity in accordance with its their terms, except insofar as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and or by principles governing the availability of equitable principlesremedies. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Each of the Company and Merger Sub has full all requisite power and authority to enter into execute, deliver and perform this AgreementAgreement and the Transaction Documents to which it is or shall be a party, to perform carry out its obligations hereunder and thereunder, and to consummate the transactions Transactions contemplated herebyherein and therein. The execution, delivery This Agreement and performance by all Transaction Agreements to which the Company of this Agreement, or Merger Sub is or shall be a party and the consummation by the Company of the applicable transactions contemplated 37 herebyTransactions (other than the authorization, including filing and registration of the Articles of Merger, have been duly and validly approved by the unanimous vote of the board change of directors of the Company in accordance with Section 1.6 (a) and will be duly the amendment and validly approved by the Consenting Stockholders within twenty-four hours restatement of the execution Company’s memorandum and articles of this Agreement, association in accordance with Section 2.3) have been duly authorized by all necessary and no other corporate actions or proceedings proper action on the part of the Company or its stockholders shall be necessary to authorize and Merger Sub, including approval by the Shareholders of this Agreement, the Merger and the Transactions in accordance with the Governing Documents of the Company. Each of this Agreement and the transactions contemplated hereby. The Transaction Documents to which the Company or Merger Sub is or shall be a party 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 the SPAC is or will be a party constitutes a legal, valid and binding obligation of the SPAC), constitutes or shall when executed and delivered constitute the legal, valid and binding obligation of the Company and Merger Sub (as applicable), enforceable against the Company and Merger Sub (as applicable) in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principles. subject to general principles of equity (bregardless of whether considered in a proceeding at law or in equity) Prior to the date of this Agreement(collectively, 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 “poison pill” or shareholder rights planRemedies Exception”).

Due Authorization. (a) The Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and the other Transaction Agreements to perform its obligations hereunder which it is or will be a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and the other Transaction Agreements to which it is or will be a party by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly authorized and approved by the unanimous vote Board of Directors of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany, and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or the other Transaction Agreements to which it is or will be a party (other than the Merger Consent). The Board of Directors of the Company has unanimously (i) declared that the Merger and the other transactions contemplated herebyby this Agreement are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement and the approval of the Merger. The Company This Agreement has been (and the other Transaction Agreements to which it is or will be a party will be) duly and validly executed and delivered by the Company and (assuming this Agreement. This Agreement constitutes and such other Transaction Agreements constitute a legal, valid and binding obligation of the Company other parties thereto) will, upon such execution and delivery, constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principles. subject, as to enforceability, to general principles of equity (b) Prior to collectively, the date “Remedies Exception”). The Merger Consent is the only approval or consent of this Agreement, the Pre-Closing Holders or other holders of the Company and its board Subsidiaries’ capital stock or other equity necessary in connection with the execution and delivery by the Company of, or the performance by the Company of directorsits obligations under, have taken all action necessary this Agreement and the other Transaction Agreements to exempt under which it is or make not subject to (i) will be a party, or the provisions of Section 203 consummation by the Company of the DGCLtransactions contemplated hereby or thereby, (ii) any and there are no votes, approvals, consents or other Takeover Law or (iii) any provision proceedings of the Organizational Documents stockholders of the Company and the its Subsidiaries that would require any corporate approval (other than those that otherwise required by the DGCL or other applicable state Law: (x) have been obtained prior to the execution of this Agreement) necessary in connection with the execution and delivery by the Company of, (y) or the Merger performance by the Company of its obligations under, this Agreement and (z) any the other Transaction Agreements to which it is or will be a party, or the consummation by the Company of the other transactions contemplated by this Agreementhereby or thereby. The Company does not have Written Consents, when executed and delivered, shall constitute a valid, irrevocable and effective adoption of this Agreement and the other Transaction Agreements in effect any “poison pill” or shareholder rights plancompliance with applicable Law and the Company’s Organizational Documents.

Due Authorization. (a) The Company has full all right, corporate power ----------------- and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is 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 (including the reservation and issuance of the 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 applicable transactions contemplated 37 hereby, including ------ hereby and thereby) (a) are within the Merger, have been duly corporate power and validly approved by the unanimous vote of the board of directors authority of the Company and will be (b) have been duly and validly approved authorized by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other all requisite corporate actions or proceedings on the part of the Board of Directors and, if applicable, to the stockholders of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company or its stockholders shall be necessary to authorize this Agreement is a party when executed and delivered by the transactions contemplated hereby. The Company has will be, duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents (other than the Preferred Shares) when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability against the Company may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws now or hereafter in effect which affect relating to the enforcement rights of creditors’ rights creditors generally and by legal and equitable principles. limitations on the enforceability of specific remedies (b) Prior to 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 date Preferred Stock and exercise of this Agreementthe 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 the case may be, will be duly and validly issued and outstanding, fully paid, and nonassessable and issued free of 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 (the "Certificate of Designation"), the Company and its board form 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 “poison pill” or shareholder rights planwhich is -------------------------- attached as Exhibit 2.2.

Due Authorization. (a) The Company has full all requisite company power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to this Agreement to which it is a party and (subject to the approvals described in Section 4.05 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 on an as converted basis, and (ii) a majority of the voting power of the outstanding shares of Company Preferred Stock (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such Ancillary Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly authorized and approved by the unanimous vote of the board of directors Company Board and upon receipt of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementRequisite Approval, and no other corporate actions or proceedings company proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or such Ancillary Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and the transactions contemplated hereby. The Company has each such Ancillary Agreement will be, duly and validly executed and delivered this Agreement. This Agreement constitutes by the Company and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principles. (b) Prior subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the date of this 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 only vote of the DGCL, (ii) holders of any other Takeover Law class or (iii) any provision series of the Organizational Documents capital stock of the Company required to approve and adopt this Agreement and approve 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 “poison pill” or shareholder rights planhereby.

Due Authorization. (a) The Each of the Company and DutchCo has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and the Transaction Documents to perform its obligations hereunder which it is or will be a party and to consummate the transactions contemplated herebyhereby and thereby, except for such further action of the Company Board and the DutchCo Board required, if applicable, to establish the Record Date and the Distribution Date, and declare the Distribution and the DutchCo Distribution, as applicable (the effectiveness of which will be subject to the satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in the Separation and Distribution Agreement). The execution, execution and delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors each of the Company and DutchCo of this Agreement and the Transaction Documents to which it is or will be duly and validly approved by the Consenting Stockholders within twenty-four hours a party as of the execution First Merger Effective Time and the consummation of this Agreementthe transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on its part, and no other corporate actions or proceedings action on the part of the Company or its stockholders shall be DutchCo is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the First Merger Effective Time or, subject to such further action of the Company Board and the DutchCo Board required, if applicable, to establish the Record Date and the Distribution Date, and declare the Distribution and the DutchCo Distribution, as applicable (the effectiveness of which will be subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the transactions contemplated herebyhereby and thereby. The approval of the Company’s shareholders is not required to effect the transactions contemplated by the Separation and Distribution Agreement, this Agreement or any of the other Transaction Documents. Each of this Agreement and the Transaction Documents to which each of the Company and DutchCo is or will be a party as of the First Merger 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, Merger Sub I and Merger Sub II is or will be a party as of the First Merger Effective Time constitutes a legal, valid and binding obligation of each of Parent, Merger Sub I and Merger Sub II (as applicable)), constitutes or will when executed and delivered constitute the legal, valid and binding obligation of the Company and DutchCo, as applicable, enforceable against the Company it in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principles. subject, as to enforceability, to general principles of equity (b) Prior to the date of this Agreementcollectively, 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 “poison pill” or shareholder rights planRemedies Exception”).

Due Authorization. (a) The Each of the Company and Merger Sub has full the requisite power and authority to enter into execute and deliver this AgreementAgreement and each other Transaction Agreement to which it is or will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section ‎4.04 or Section ‎4.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such other Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementMerger Sub, and other than the consents, approvals, authorizations and other requirements described in Section ‎4.04 or Section ‎4.05 and the Company Shareholder Approval, no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be Merger Sub is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each such other Transaction Agreement (when executed and delivered by the transactions contemplated hereby. The Company has or Merger Sub, as applicable) will be, duly and validly executed and delivered by the Company or Merger Sub, as applicable, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such other Transaction Agreement will constitute, a legal, valid and binding obligation of the Company or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, except as such enforceability may be limited by subject to (x) obtaining the Company Shareholder Approval and (y) applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Other than the Company Shareholder Approval, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the First Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the First Closing, the other documents to which the Company is a party contemplated hereby 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 (currently in effect or enacted following the date hereof) affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) Assuming that a quorum (as determined pursuant to the Company Charter) is present, the approval and authorization of the First Merger and the Plan of First Merger shall require approval by a special resolution of the holders of at least two-thirds (2/3) of the issued and outstanding Company Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the Company Board and held for such purpose (the “Company Shareholder 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 First 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, Agreement and the consummation by other Transaction Documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary shareholders to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Transactions other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesShareholder Approval. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Each of the Company and NewCo has full the requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and each other Transaction Agreement to which it is or will be a party and (subject to the approvals described in Section 4.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such other Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementNewCo, and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be NewCo is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s or NewCo’s performance hereunder or thereunder other than the Company Stockholder Approval. This Agreement has been, and each such other Transaction Agreement (when executed and delivered by the transactions contemplated hereby. The Company has and NewCo) will be, duly and validly executed and delivered by the Company and NewCo and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such other Transaction Agreement will constitute, a legal, valid and binding obligation of the Company and NewCo, enforceable against the Company and NewCo in accordance with its terms, except as such enforceability may be limited by subject to (x) obtaining the Company Stockholder Approval and (y) applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full all requisite corporate power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in ‎‎Section 5.05) to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this AgreementAgreement and each Ancillary Agreement to which it is a party, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Mergerhereby and thereby, have been duly and validly authorized and approved by the unanimous vote of Company Board and, except for the board of directors of the Required Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementShareholder Vote, and no other corporate actions or proceedings action on the part of the Company or any of its stockholders shall be Subsidiaries or any holders of any securities of the Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement or the Ancillary Agreements to which the Company is (or will be) a party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby. The Company This Agreement has been duly and validly executed and delivered by the Company and, assuming this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Company other parties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party, when executed and delivered by equitable principlesthe 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. (b) Prior to the date of The Company Board has, by duly adopted resolutions, (i) approved this Agreement, the Company Merger 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 DGCLtransactions contemplated by this Agreement, (ii) any other Takeover Law or (iii) any provision of determined that this Agreement, the Organizational Documents Merger and the transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Subsidiaries Holders, (iii) directed that would require any corporate the adoption of this Agreement be submitted for approval other than that otherwise required by the DGCL or other applicable state Law: Holders and (xiv) resolved to recommend that the execution of Holders approve this Agreement, (y) the Merger and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has full power all requisite corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company proceeding other than the Company Stockholder Approvals on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been and, on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of 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. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted a written consent or 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 the Company Stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions action or proceedings proceeding is required on the part of the Company or its stockholders shall be necessary any of the Company Stockholders to authorize enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Merger and the transactions contemplated herebyhereby other than the Company Stockholder Approval. The Supporting Stockholders hold a sufficient number of shares of Company Common Stock and Company Preferred Stock to obtain the Company Stockholder Approval. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation Stockholder Approval is the only vote of holders of securities of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this Agreement, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to (i) approve 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 “poison pill” or shareholder rights planMerger.

Due Authorization. (a) The Other than the approvals required at the Court Meeting and the General Meeting, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Company Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby 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. (b) On or prior to the date of this Agreement, the Company Board has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and Company Shareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation any of the Company enforceable against Shareholders to enter into this Agreement or the documents to which the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization is a party contemplated hereby or similar Laws in effect which affect to approve the enforcement of creditors’ rights generally and by equitable principles. (b) Prior to Exchange or Merger other than the date of this Agreement, approvals required at 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 Court Meeting 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 “poison pill” or shareholder rights planGeneral Meeting.

Due Authorization. (a) The Company has full the requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and each other Transaction Agreement to which it is or will be a party and (subject to the approvals described in Section 3.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such other Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany, and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s performance hereunder or thereunder, other than the Company Stockholder Approval. This Agreement has been, and each such other Transaction Agreement to which the transactions contemplated hereby. The Company has is a party (when executed and delivered by the Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such other Transaction Agreement will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to (x) obtaining the Company Stockholder Approval and (y) applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principles. subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (b) Prior to the date “Enforceability Exceptions”). The minute books of this Agreement, each of the Company and its Subsidiaries contain true, complete and accurate records of all meetings and consents in lieu of meetings of such Person’s board of directorsdirectors (and any committees thereof), have taken all action necessary to exempt under or make not subject to (i) the provisions similar governing bodies and holders of Section 203 Equity Securities. Copies of the DGCL, (ii) any other Takeover Law or (iii) any provision such records of the Organizational Documents each of the Company and its Subsidiaries have been heretofore made available to the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL Company 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 “poison pill” or shareholder rights planits counsel.

Due Authorization. (a) The Company Each Seller has full power and authority to enter into this Agreement, to perform Agreement and its obligations hereunder Related Agreements and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company each Seller of this AgreementAgreement and its Related Agreements have, and prior to the consummation by the Company of the applicable transactions contemplated 37 herebydate hereof, including the Merger, have been duly and validly approved by each of such Seller's board of directors and shareholders (or similar governing body and owners, as the unanimous vote of case may be) and the board of directors and shareholders of the Company and will be duly and validly approved by Company, as applicable, and, after giving effect to the Consenting Stockholders within twenty-four hours of the execution of this Agreementactions provided in Section 5.6, and no other corporate ----------- actions or proceedings on the part of the Company or its stockholders shall be such Seller are necessary to authorize this Agreement Agreement, the Related Agreements and the transactions contemplated herebyhereby and thereby. The Company Each Seller has duly and validly executed and delivered this AgreementAgreement and has duly and validly executed and delivered (or prior to or at the Initial Closing will duly and validly execute and deliver) its Related Agreements. This Agreement constitutes a legal, valid and binding obligation obligations of the Company each Seller and each Seller's Related Agreements upon execution and delivery by such Seller will constitute legal, valid and binding obligations of such Seller, in each case enforceable against the Company in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws laws in effect which affect the enforcement of creditors’ ' rights generally and by equitable principleslimitations on the availability of specific remedies. (b) Prior The Company has full power and authority to enter into its Related Agreements and to consummate the date of this Agreementtransactions contemplated thereby. The execution, delivery and performance by the Company of its Related Agreements have been duly and its validly approved by the board of directors, have taken all action necessary to exempt under or make not subject to (i) the provisions of Section 203 directors of the DGCLCompany, (ii) any and no other Takeover Law actions or (iii) any provision of proceedings on the Organizational Documents part of the Company are necessary to authorize its Related Agreements 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 Agreementthereby. The Company does not have has duly and validly executed and delivered (or prior to or at the Initial Closing will duly and validly execute and deliver) its Related Agreements. The Related Agreements of the Company constitute (or upon execution will constitute) legal, valid and binding obligations of the Company, in each case enforceable in accordance with their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar laws in effect any “poison pill” or shareholder which affect the enforcement of creditors' rights plangenerally and by equitable limitations on the availability of specific remedies.

Due Authorization. (a) The Company has full power and authority to enter into this Agreement, Agreement and its Related Agreements and to consummate the transactions contemplated hereby and thereby and to perform its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution, delivery and performance by the Company of this Agreement, Agreement and its Related Agreements and the consummation by the Company of the applicable Merger and the other transactions contemplated 37 hereby, including the Merger, 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 the unanimous vote of the board of directors of the Company at a meeting duly called and will be duly and validly approved held or by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, written consent and no other corporate actions or proceedings on the part of the Company or its stockholders shall be are necessary to authorize this Agreement Agreement, its Related Agreements and the transactions contemplated herebyhereby and thereby (other than the approval of the Merger by the stockholders of the Company in accordance with the DGCL and the Stockholders Agreements). The board of directors of the Company has resolved to recommend adoption of this Agreement, its Related Agreements, the Merger and the other transactions contemplated hereby and thereby to the stockholders of the Company and directed that this Agreement and the Company’s Related Agreements be submitted to the stockholders of the Company for their approval and authorization. The Stockholder Written Consent is the only vote or approval of the 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 duly and validly executed and delivered this AgreementAgreement and has duly and validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) its Related Agreements. This Agreement constitutes a 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 the Company in accordance with its their respective terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesRemedies Exception. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Each of the Company Parties has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this AgreementAgreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.6) to consummate the Transactions and the TCO Restructuring, and to perform all of its obligations hereunder and to consummate the transactions contemplated herebythereunder. The execution, execution and delivery of this Agreement and performance by the other documents to which the Company of this Agreement, Parties are parties contemplated hereby and the consummation by the Company of the applicable transactions contemplated 37 hereby, including Transactions and the Merger, TCO Restructuring have been duly and validly authorized and approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany, and no other company or corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be Parties is necessary to authorize this Agreement and the transactions other documents to which the Company Parties are parties contemplated hereby. The Company This Agreement has been, and on or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of the Company Parties, and this Agreement. This Agreement constitutes constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the other documents to which each of the Company Parties is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the Company Parties, enforceable against the Company Parties in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity. (b) Prior On or prior to the date of this Agreement, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to directors of each of the Company Parties has duly adopted resolutions unanimously (i) determining that this Agreement, the provisions of Section 203 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 DGCL, Company Parties and the Company Shareholders and (ii) any other Takeover Law or (iii) any provision of authorizing and approving the Organizational Documents of execution, delivery and performance by 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 Parties of this Agreement, (ythe 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 Merger execution and (z) 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 transactions contemplated by this Agreement. The than the Company does not have in effect any “poison pill” or shareholder rights planShareholder Approvals.

Due Authorization. (a) The Company Each of Parent and Merger Sub has full all requisite corporate or limited liability company power and authority to enter into this Agreementauthority, as applicable, to perform its obligations hereunder execute and deliver this Agreement and the Ancillary Agreements to which Parent or Merger Sub are or will be a party and to consummate the transactions contemplated herebyhereby and thereby and perform all of their respective obligations hereunder and thereunder. The execution, execution and delivery and performance by the Company of this Agreement, Agreement and the applicable Ancillary Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly authorized and approved by the unanimous vote Board of the board of directors of the Company Parent and will be duly and validly approved by the Consenting Stockholders within twenty-four hours Board of the execution of this AgreementMerger Sub, and no other corporate actions or proceedings proceeding on the part of the Company Parent or its stockholders shall be Merger Sub is necessary to authorize this Agreement and the transactions contemplated herebyapplicable Ancillary Agreements (other than the Parent Stockholder Approval). The Company This Agreement has been, and at or prior to the Closing, the applicable Ancillary Agreements will be, duly and validly executed and delivered by each of Parent and Merger Sub, and this Agreement. This Agreement constitutes constitutes, and on or prior to the Closing, each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Company each of Parent and Merger Sub, enforceable against the Company Parent and Merger Sub in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principles.subject, as to enforceability, to general principles of equity.. (b) Prior to the date of this AgreementAt a meeting duly called and held, the Company Board of Parent has unanimously approved, and its board of directorshas not rescinded, 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 “poison pill” or shareholder rights planParent Board Resolutions.

Due Authorization. (a) The Company has and each of the Guarantors have full right, power and authority to enter into execute and deliver this Agreement, the Securities, the Indenture (including each Guarantee set forth therein), each of the Collateral Documents to the extent a party thereto and the Intercreditor Agreement (collectively, the “Transaction Documents”), including granting the Liens and security interests to be granted by it pursuant to the Indenture and the Collateral Documents and to perform its their respective obligations hereunder and under the Transaction Documents; and all action required to consummate be taken by the Company and each of the Guarantors for the due and proper authorization, execution and delivery of each of the Transaction Documents to which they are a party and the consummation of the transactions contemplated hereby. The execution, delivery and performance thereby or by the Company Time of this Agreement, Sale Information and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, Offering Memorandum have been duly and validly approved taken. The Indenture. The Indenture has been duly authorized by the unanimous vote Company and each of the board Guarantors and on the Closing Date will be duly executed and delivered by the Company and each of directors the Guarantors and, when duly executed and delivered in accordance with its terms by each of the parties thereto, will constitute a valid and legally binding agreement of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours each of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Company Guarantors enforceable against the Company and each of the Guarantors in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization re-organization, moratorium or similar Laws in effect which affect laws affecting the enforcement of creditors’ rights generally and or by equitable principles. principles relating to enforceability, including principles of commercial reasonableness, good faith and fair dealing (bregardless of whether enforcement is sought in a proceeding at law or equity) Prior to the date of this Agreement(collectively, 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 “poison pill” or shareholder rights planEnforceability Exceptions”).

Due Authorization. (a) The Each of the Company and the Partnership has full power and authority to enter into this Agreement, Agreement and the other documents to perform its obligations hereunder be executed by it pursuant to this Agreement and to consummate the transactions contemplated hereby. The execution, delivery and performance by each of the Company and the Partnership of this AgreementAgreement have been, and the consummation other documents to be executed by the Company of the applicable transactions contemplated 37 herebyit pursuant to this Agreement shall be, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, all necessary corporate or other applicable action and no other corporate actions consent or proceedings approval on the part of the Company or its stockholders shall be the Partnership is necessary to authorize this Agreement and the other documents to be executed by it pursuant to this Agreement and the transactions contemplated hereby. The No consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental instrumentality (including, without limitation, any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), or ▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇ or Person (including without limitation, its shareholders or partners) is required to be made, obtained or given by the Company or the Partnership in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for such consents as have been obtained or will be obtained by the Closing. Each of the Company and the Partnership has duly and validly executed and delivered this Agreement. This Agreement constitutes a constitutes, and the documents executed by the Company and the Partnership, as the case may be, pursuant to this Agreement when executed will constitute, legal, valid and binding obligation obligations of the Company and the Partnership, as the case may be, enforceable against the Company such party in accordance with its their respective terms, except as such enforceability may be limited by subject to (a) applicable bankruptcy, insolvency, reorganization, moratorium, reorganization fraudulent conveyance and transfer and other similar laws of general application, heretofore or similar Laws hereafter enacted or in effect which affect effect, affecting the enforcement rights and remedies of creditors’ rights generally creditors generally, and by equitable principles. (b) Prior the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to the date of this 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 availability of the DGCL, (ii) any other Takeover Law or (iii) any provision remedy of the Organizational Documents of the Company and the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL specific performance 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 “poison pill” or shareholder rights planinjunctive relief.

Due Authorization. (a) The Company has full power execution and authority to enter into this Agreementdelivery by the Borrower of each of the Loan Documents, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company Borrower of this Agreementall of its agreements and obligations under such Loan Documents, and the consummation making by the Company Borrower of the applicable transactions borrowings contemplated 37 hereby, including the Merger, by this Agreement have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or proceedings all appropriate action on the part of the Company Borrower and do not and will not (i) contravene any provision of its Declaration of Trust or its stockholders shall be necessary any other organizational or constituent document of the Borrower as in effect from time to authorize time; (ii) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or (except as expressly contemplated by the terms of this Agreement with respect to the liens and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation interests to be created in favor of the Company enforceable against Administrative Agent under the Company Security Documents) result in accordance with its termsthe creation of any Lien upon any of the Property of the Borrower under any agreement, except trust deed, indenture, mortgage or other instrument to which the Borrower is a party or by which the Borrower or any other Property of the Borrower is bound or affected; (iii) violate or contravene any provision of any law, rule or regulation (including, without limitation, Regulations G, T, U or X of the Board of Governors of the Federal Reserve System) or any order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect and applicable to the enforcement Borrower); or (iv) require any waivers, consents or approvals by any of creditors’ rights generally and by equitable principlesthe creditors or trustees for creditors of the Borrower or any other person. (b) Prior The execution and delivery by the Management Company of each of the Loan Documents to which it is a party and the performance by the Management Company of all of its agreements and obligations under such Loan Documents has been duly authorized by all corporate action on the part of the Management Company, and do not and will not (i) contravene the Articles of Incorporation or any other organizational or constituent document of the Management Company as in effect from time to time; (ii) conflict with, or result in a breach of the terms, conditions or provisions of, or constitute a default under, or (except as contemplated by this Agreement) result in the creation of a Lien upon any Property of the Management Company under any agreement, trust deed, indenture, mortgage or other instrument to which the Management Company is a party or by which its Property is bound or affected; (iii) violate or contravene any provision of any law, rule or regulation or any order, ruling or interpretation thereunder or any decree, order or judgment of any court or governmental or regulatory authority, bureau, agency or official (all from time to time in effect and applicable to the date Management Company); or (iv) require any waivers, consents or approvals of any other person. (c) Except as to matters which the Borrower has procured, obtained or performed prior to or concurrently with its execution and delivery of this Agreement, no approval, consent, order, authorization or license by, or giving notice to, or taking any other action with respect to, any governmental or regulatory authority or agency is required under any provision of any applicable law: (i) for the execution and delivery by the Borrower or the Management Company, as the case may be, of this Agreement, the Notes, and the other Loan Documents, for the performance by the Borrower or the Management 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 any of the DGCLagreements and obligations hereunder or thereunder or for the making by the Borrower of the borrowings contemplated by this Agreement, or for the conduct by the Borrower of its business; or (ii) any other Takeover Law to ensure the continuing legality, validity, binding effect, enforceability 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 admissibility in evidence of this Agreement, (y) the Merger Notes and (z) any of the other transactions contemplated by this Agreement. The Company does not have Loan Documents; other than the filings and recordings to which reference is made in effect any “poison pill” or shareholder rights plansection 5.1(h).

Due Authorization. (a) The Company has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or proceedings on the part of each JD Group Company party to any Transaction Document and the Company or its stockholders shall be necessary to authorize this Agreement and consummation of the transactions contemplated herebyhereby and under any other Transaction Document are within their respective corporate powers and have been duly authorized by all necessary corporation action on the part of JD Parent or such other JD Group Company. The Company has This Agreement and each of the Transaction Documents will be when delivered at Closing, duly and validly executed and delivered this Agreement. This Agreement by each of JD Parent and each other JD Group Company that is a party thereto, and (assuming due authorization, execution and delivery by Tencent Parent and each Subsidiary or Affiliate of Tencent Parent) constitutes a the legal, valid and binding obligation of the JD Parent and each other JD Group Company that is a party thereto, enforceable against the Company in accordance with its terms, except subject, in each case, as such enforceability may be limited by to enforcement of remedies, to applicable bankruptcy, insolvency, moratorium, reorganization or and similar Laws in effect which affect the enforcement of laws affecting creditors’ rights generally and by to general equitable principles. (b) Prior to Neither the date execution and delivery and performance of this AgreementAgreement or any other Transaction Document by JD Parent and any other JD Group Company that is a party thereto, nor the Company consummation of the transactions contemplated hereby and its board of directors, have taken all action necessary to exempt under or make not subject to thereby will (i) conflict with, or result in any breach or violation of, or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or obligation or loss of any benefit, or the provisions creation or imposition of Section 203 of the DGCL, any Encumbrance under (ii) any other Takeover Law or (iiiA) any provision of the Organizational Documents of the Company and the Subsidiaries that would require JD Parent’s or any corporate approval other than that otherwise required by the DGCL JD Group Company’s articles, organizational or other applicable state Law: (x) the execution of this Agreementconstitutional documents, (yB) the Merger and (z) any mortgage, indenture, lease Contract, agreement, instrument or understanding to which any of the foregoing is a party or to which any of its or any properties or assets are bound or (C) any Legal Requirement applicable to JD Parent or any other transactions contemplated by this Agreement. The Company does JD Group Company’s or any of their respective properties or assets with such exceptions, in the case of each of clauses (B) and (C), as would not have, individually or in the aggregate, have in effect a JD Material Adverse Effect; or (ii) require any “poison pill” Approval of any Governmental Entity or shareholder rights planany third party other than Approvals required under any of the Transaction Documents.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby 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. (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby and thereby and (iii) directing that this Agreement and the transactions contemplated hereby, including the Merger, have been duly and validly approved by be submitted to the unanimous vote of the board of directors stockholders of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no for their adoption. No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Merger other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesStockholder Approvals. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full the requisite corporate power and authority to enter into execute and deliver this Agreement, the Plans of Merger and each other Transaction Agreement to which it is or will be a party and (subject to the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyTransactions. The execution, delivery and performance by the Company of this Agreement, the Plans of Merger and such other Transaction Agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, Transactions have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany Shareholders, and other than the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05, no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or any other Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each of the transactions contemplated hereby. The Company Plans of Merger and such other Transaction Agreement has been or will be (when executed and delivered by the Company) duly and validly executed and delivered by the Company, and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes, and each such other Transaction Agreement constitutes or will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company Company, in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of 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 (the “Enforceability Exceptions”). The only approvals or votes required from the holders of the Company’s Equity Securities in connection with the entry into this Agreement by equitable principles. (b) Prior to the date of this AgreementCompany, 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 consummation of the DGCLTransactions, (ii) any other Takeover Law or (iii) any provision including the Closing, and the approval of the Organizational Documents of the Transactions are as set forth on 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 “poison pill” or shareholder rights planDisclosure Schedule 4.03.

Due Authorization. (a) The Company has full all right, corporate power ----------------- and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the applicable transactions contemplated 37 herebyhereby and thereby) (a) are within the corporate power and authority of the Company, including the Merger, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and validly approved each of the other Transaction Documents to which the Company is a party when executed and delivered by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementbe, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, terms except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principles. general principles of equity. The 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 B Preferred Stock and the Series C Preferred Stock will be as set forth in the Certificate of Designation for the Series B Preferred Stock and the Certificate of Designation for the Series C Preferred Stock (b) Prior to the date "Certificates of this AgreementDesignation"), the Company and its board forms --------------------------- of directors, have taken all action necessary which are attached 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 “poison pill” or shareholder rights plan.Agreement as Exhibits 2.2A and

Due Authorization. (a) The Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this AgreementAgreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.6) to consummate the Transactions, and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to consummate which the transactions Company is a party contemplated hereby and the consummation of the Transactions have been duly and validly authorized and approved by the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing, the other documents contemplated hereby to which the Company is a party will be, duly and validly executed and delivered by the Company, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties, and at or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of 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. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement, the Ancillary Agreements, the Transactions are advisable and fair to, and in the best interests of, the Company and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, the Ancillary Agreements, the Transactions. Executed copies of the resolutions described in the foregoing sentence in this Section 5.4(b) have been provided to SPAC on or prior to the execution and the consummation delivery of this Agreement by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no Company. No other corporate actions or proceedings action is required on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation any of the Company enforceable against Shareholders to enter into this Agreement or the documents to which the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization is party contemplated hereby or similar Laws in effect which affect to approve the enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this Agreement, Transactions other than 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 “poison pill” or shareholder rights planShareholder Approval.

Due Authorization. (a) The Company has full all right, corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is 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 (including the reservation and issuance of the Shares and the consummation by the Company of the applicable transactions contemplated 37 hereby, including hereby and thereby) (a) are within the Merger, have been duly corporate power and validly approved by the unanimous vote of the board of directors authority of the Company and will be (b) have been duly and validly approved authorized by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other all requisite corporate actions or proceedings on the part of the Company, except for the approval by the stockholders of the Company or its referenced in Section 4.5. The Board of Directors has determined that it is advisable and in the best interest of the Company's stockholders shall be necessary for the Company to authorize consummate the issuance and sale of the Preferred Stock and the Warrants upon the terms and subject to the conditions set forth in this Agreement, and has unanimously recommended that the Company's stockholders approve and adopt this Agreement and the other transactions contemplated herebyreferenced in Section 4.5; provided, however, any such recommendation of the Board of Directors may be withdrawn, modified or amended to the extent permitted by Section 4.5 of this Agreement. The This Agreement has been, and each of the other Transaction Documents to which the Company has is a party when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability against the Company may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws now or hereafter in effect which affect relating to the enforcement rights of creditors’ rights creditors generally and by legal and equitable principles. limitations on the enforceability of specific remedies (b) Prior to regardless of whether enforcement is considered in a proceeding in equity or at law). The Shares have been validly reserved for issuance, and upon payment of the date Purchase Price and issuance in accordance with the Certificates of this AgreementDesignation, or the Warrant, as the case may be, 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 A Preferred Stock and the Series B Preferred Stock will be set forth in the Certificate of Designation of the Series A Preferred Stock and the Certificate of Designation of the Series B Preferred Stock, respectively (collectively, the Company and its board "Certificates of directorsDesignation"), have taken all action necessary to exempt under or make not subject to (i) the provisions forms 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 “poison pill” or shareholder rights planwhich are attached as Exhibit 2.2.

Due Authorization. (a) The Company has full all right, corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement and each of the other Transaction Documents to which it is a party, the issuance and sale of the Notes, the GS Shares and the Preferred Stock by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the applicable transactions contemplated 37 hereby, including hereby and thereby) (a) are within the Merger, have been duly corporate power and validly approved by the unanimous vote of the board of directors authority of the Company and will be (b) have been duly and validly approved authorized by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other all requisite corporate actions or proceedings on the part of the Company, except for the approval by the stockholders of the Company or its referenced in Section 5.6. The Board of Directors has determined that it is advisable and in the best interest of the Company's stockholders for the Company to consummate the issuance and sale of the Notes, the GS Shares and the Preferred Stock upon the terms and subject to the conditions set forth in this Agreement, and has unanimously recommended that the Company's stockholders approve the transactions referenced in Section 5.6. As of the date hereof, the Board of Directors consist of seven directors and the Initial Noteholder Designee shall be necessary duly appointed to authorize this Agreement serve as a member of the Board of Directors and the transactions contemplated herebyExecutive Committee of the Board of Directors as of January 20, 2000. The This Agreement has been, and each of the other Transaction Documents to which the Company has is a party when executed and delivered by the Company will be, duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company will constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability against the Company may be limited by applicable bankruptcy, insolvency, moratoriumreorganization, reorganization moratorium or similar Laws now or hereafter in effect which affect the enforcement of creditors’ rights generally and by equitable principles. (b) Prior relating to the date rights of this 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 Agreementcreditors generally. The Company does not GS Shares have been duly and validly issued and are outstanding, fully paid and nonassessable. The Conversion Shares at the Second Closing will be validly reserved for issuance, and upon issuance in effect any “poison pill” or shareholder rights planaccordance with the Certificate of Designation will be duly and validly issued and outstanding, fully paid and nonassessable.

Due Authorization. (a) The Other than the Company Shareholder Approval, the Company has full all requisite power and authority to enter into execute and deliver this Agreement, Agreement and the other documents (including the Ancillary Documents) to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in ‎Section 3.05) to consummate the transactions contemplated herebyhereby and thereby and to perform all of its obligations hereunder and thereunder. The execution, When the execution and delivery of this Agreement and performance by the other documents to which the Company of this Agreement, is a party contemplated hereby and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly authorized and approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementNiCo, and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement and the transactions other documents (including the Ancillary Documents) to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing, the other documents (including the Ancillary Documents) to which the Company has is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement. This Agreement constitutes constitutes, and on or prior to the Closing, the other documents (including the Ancillary Documents) to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity. (b) Prior Each Seller has all requisite power and authority or capacity, as applicable, to execute and deliver this Agreement and the other documents (including the Ancillary Documents) to which it is a party contemplated hereby and (subject to the date approvals described in ‎Section 3.05 and ‎Section 3.06) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. No other proceeding on the part of such Seller is necessary to authorize this AgreementAgreement and the other documents (including the Ancillary Documents) to which such Seller is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the Company other documents (including the Ancillary Documents) to which such Seller is a party contemplated hereby will be, duly and validly executed and delivered by such Seller and this Agreement constitutes, and on or prior to the Closing, the other documents (including the Ancillary Documents) to which such Seller is a party contemplated hereby will constitute, a legal, valid and binding obligation of such Seller, enforceable against such Seller in accordance with its board of directorsterms, have taken all action necessary to exempt under or make not 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. (ic) the provisions of Section 203 NiCo owns and has good title to all of the DGCLoutstanding shares of Company Common Stock and such shares of Company Common Stock are accurately reflected in the Company’s books and records and applicable organizational documents, (ii) any other Takeover Law or (iii) any provision and NiCo’s ownership of such shares of Company Common Stock is free and clear of all liens and Encumbrances and NiCo has all requisite power, capacity and authority to transfer and assign all such shares of Company Common Stock pursuant to 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 “poison pill” or shareholder rights planMerger.

Due Authorization. (a) The Seller, the Company has and the Subsidiaries have full corporate power and authority to enter into and perform this AgreementAgreement and each other agreement, instrument and document required to perform its obligations hereunder and to consummate be executed by it in connection herewith (the transactions contemplated hereby"ANCILLARY AGREEMENTS"). The execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, Ancillary Agreements have been duly and validly approved authorized by the unanimous vote Board of the board of directors Directors of the Company and will be duly the Boards of Directors (or the equivalent thereof) of Seller and validly approved by the Consenting Stockholders within twenty-four hours each of the execution of this Agreement, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Company's Subsidiaries. (b) This Agreement and the transactions contemplated hereby. The Company has been duly and validly executed and delivered by Seller and the Company and, assuming this Agreement. This Agreement constitutes a legal, valid and binding obligation of Buyer and Sub, constitutes a valid and binding obligation of Seller and the Company enforceable against the Company them in accordance with its terms, except as such enforceability the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect other laws affecting the enforcement of creditors’ ' rights generally and by equitable principlesthe application of general principles of equity. (bc) Prior to the date of Upon its execution in accordance with this Agreement, each Ancillary Agreement to which Seller, 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 any of the DGCLSubsidiaries is a party shall have been duly and validly executed and delivered by Seller, (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 and, assuming such Ancillary Agreement constitutes a valid and binding obligation of Buyer and Sub, shall constitute a valid and binding obligation of Seller, the Company and the Subsidiaries enforceable against Seller, the Company and the Subsidiaries in accordance with its terms, except as the same may be limited by the DGCL applicable bankruptcy, insolvency, reorganization or other applicable state Law: laws affecting the enforcement of creditors' rights generally and the application of general principles of equity. (xd) Assuming the execution accuracy of the representations and warranties made by Buyer and Sub in this Agreement, neither the execution, delivery and performance of this Agreement by the Company, the Members and Seller, nor the execution, delivery and performance of any Ancillary Agreement by the Company, Seller, and/or any Member or Subsidiary, shall (yi) violate any federal, state, county or local law, rule or regulation applicable to the Merger and Company, any Subsidiary, any Member, Seller, or their respective properties, (zii) violate or conflict with, or permit the cancellation of, any agreement to which the Company, any Subsidiary, Seller or any Member is a party, or by which any of them or any of their respective properties is bound (other than such violations or conflicts as shall have been waived in writing by Buyer and Sub at or prior to Closing), or result in the creation of any lien, security interest, charge or encumbrance upon any of such properties, (iii) permit the acceleration of the maturity of any indebtedness of, or indebtedness secured by the property of, the Company, Seller, any Subsidiary or any Member (except for indebtedness outstanding under the Company's senior credit facilities and except as shall have been waived in writing by Buyer and Sub at or prior to Closing), or (iv) violate or conflict with any provision of the articles or certificate of incorporation or by-laws (or other transactions contemplated organizational documents equivalent thereto) of the Company, Seller, any Member or any Subsidiary. (e) 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 Ancillary Agreement by this Agreement. The Company does not have the Company, Seller, any Subsidiary or any Member, except for the filings described in effect any “poison pill” or shareholder rights planSection 6.13 hereof.

Due Authorization. (a) The Company has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, the Transaction Documents to which the Company is a party and the consummation by the Company of the applicable transactions contemplated 37 herebyTransactions are within the Company’s corporate powers and, including except for the MergerCompany Stockholder Approval and the approvals described in ‎Section 4.05, have been duly and validly approved authorized by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other all necessary corporate actions or proceedings action on the part of the Company. The affirmative votes of: (i) holders of at least a majority of the voting power of the outstanding shares of Company or its stockholders shall be Preferred Stock, voting as a separate class, and (ii) holders of at least a majority of the voting power of the outstanding shares of Company Capital Stock (on an as converted basis), voting together as a single class, are the only votes of the holders of the Company Capital Stock necessary to authorize adopt and approve this Agreement and to consummate the transactions contemplated hereby. The Transactions, in each case, pursuant to the terms and subject to the conditions of the Company’s Governing Documents and applicable law (the “Company has Stockholder Approval”). (b) At a meeting duly called and held, the Company Board (i) determined that this Agreement, the other Transaction Documents to which the Company is a party and the Transactions are fair to and in the best interests of the Company and the Company’s stockholders; (ii) approved, adopted and declared advisable this Agreement, the other Transaction Documents to which the Company is a party and the Transactions; and (iii) resolved, pursuant to ‎Section 6.02, to recommend approval and adoption of this Agreement by its stockholders (such recommendation, the “Company Board Recommendation”). (c) This Agreement and the other Transaction Documents to which the Company is a party have been duly authorized, and have been or will be, duly and validly executed and delivered this Agreement. This Agreement constitutes by the Company, as applicable, and, assuming due authorization and execution by each other party hereto and thereto, constitute, or will constitute, as applicable, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principles. subject, as to enforceability, to general principles of equity (b) Prior to the date of this Agreementsuch exceptions, 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 “poison pill” or shareholder rights planEnforceability Exceptions”).

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company (other than the Company Stockholder Approval) is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing and upon execution by the Company, such other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of 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 (the "Bankruptcy and Equity Exceptions"). (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Mergers or the Preferred Stock Conversion other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesStockholder Approval. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other All corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize for the authorization, execution, delivery of, and the performance of all obligations of the Company under this Agreement have been taken and no further consent or authorization of the transactions contemplated hereby. The Company has duly Company, the Company's board of directors (the "Board of Directors") or the Company's stockholders is required, and validly executed and delivered this Agreement. This Agreement constitutes a the legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except (i) as such enforceability may be limited by (1) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect other laws of general application relating to or affecting the enforcement of creditors’ ' rights generally and by equitable principles. (b) Prior to the date of this Agreement, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to (i2) the provisions effect of Section 203 rules of law governing the DGCL, availability of equitable remedies and (ii) any other Takeover Law as rights to indemnity or (iii) any provision contribution may be limited under federal or state securities laws or by principles of public policy thereunder. Valid Issuance of the Organizational Documents Shares. The Shares to be sold to the Purchasers pursuant to the terms of this Agreement have been duly authorized and are validly issued, fully paid and nonassessable. Governmental Consents. No consent, approval, order or authorization of, or registration, qualification, designation, declaration or filing with, or notice to, any federal, state or local governmental authority or self regulatory agency on the part of the Company and is required in connection with the Subsidiaries that would require any corporate approval other than that otherwise required by sale of the DGCL Shares to the Purchasers or other applicable state Law: (x) the execution of this Agreement, (y) the Merger and (z) any consummation of the other transactions contemplated by this Agreement, except (i) such filings as have been made prior to the date hereof, (ii) the filings under applicable securities laws required to comply with the Company's registration obligations under Section 6(a) of this Agreement and (iii) such additional post-Closing filings as may be required to comply with applicable state and federal securities laws. The Non-Contravention. Assuming the accuracy of the representations and warranties made by Warburg Investors and the Liquidating Trust in Section 4 hereof and by the Purchasers in Section 5 hereof, the execution, delivery and performance of this Agreement by the Company, and the consummation by the Company does of the transactions contemplated hereby, do not: (i) contravene or conflict with the certificate of incorporation, as amended (the "Certificate of Incorporation"), or bylaws, as amended (the "Bylaws"), of the Company or any of the Subsidiaries; (ii) constitute a violation of any provision of any federal, state, local or foreign law, rule, regulation, order or decree applicable to the Company or any of the Subsidiaries; or (iii) constitute a default or require any consent under, give rise to any right of termination, cancellation or acceleration of, or to a loss of any material benefit to which the Company or any of the Subsidiaries is entitled under, or result in the creation or imposition of any lien, claim or encumbrance on any asset of the Company or any of the Subsidiaries under, any material contract to which the Company or any of the Subsidiaries is a party or any material permit, license or similar right relating to the Company or any of the Subsidiaries or by which the Company or any of the Subsidiaries may be bound or affected, except in the case of clauses (ii) and (iii), for such violations, breaches or defaults as would not reasonably likely to have in effect any “poison pill” or shareholder rights plana Material Adverse Effect.

Due Authorization. (a) The Company has full all requisite corporate power and authority to enter into this AgreementAgreement and all other agreements required to be entered into and performed by the Company under this Agreement (the “Company Related Agreements”), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution and delivery by the Company of this Agreement and the Company Related Agreements, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by all necessary corporate action on the part of the Company, and no further action is required on the part of the Company to authorize the execution, delivery and performance by the Company of this Agreement, Agreement and the Company Related Agreements and the consummation of the transactions contemplated hereby and thereby, subject only to receipt of the Required Stockholder Approval. The Required Stockholder Approval is the only vote or consent of Company Stockholders required to adopt this Agreement and approve the First Merger and the other transactions contemplated hereby and by the Company of Related Agreements under applicable Legal Requirements, the applicable transactions contemplated 37 hereby, including the Merger, have been duly Charter Documents and validly approved by the unanimous vote of the board of directors of any other Contract to which the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other corporate actions or proceedings on the part of the is a party. The Company or its stockholders shall be necessary to authorize Board has unanimously (a) declared this Agreement and the transactions contemplated herebyhereby and the documents referenced herein, including the Mergers, upon the terms and subject to the conditions set forth herein, advisable, fair to and in the best interests of the Company and the Company Stockholders, (b) approved this Agreement in accordance with the DGCL and (c) adopted a resolution directing that the adoption of this Agreement be submitted to the Company Stockholders for consideration and making the Company Board Recommendation. The This Agreement and each of the Company Related Agreements has been, or upon execution and delivery thereof will be, duly and validly executed and delivered this Agreement. This Agreement constitutes a legalby the Company and constitutes, or will constitute, the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject only to the effect, if any, of (i) applicable bankruptcy, insolvency, moratorium, reorganization or bankruptcy and other similar Laws in effect which affect Legal Requirements affecting the enforcement rights of creditors’ rights creditors generally and by (ii) Legal Requirements governing specific performance, injunctive relief and other equitable principles. (b) Prior to remedies. As of the date of this AgreementAgreement and as of the Closing Date, the Company is not, and its board of directorswill not be, have taken all action necessary to exempt under or make not subject to a “person” (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 as defined in effect any “poison pill” or shareholder rights plan.16

Due Authorization. (a) The Company has full all requisite corporate power and authority to: (i) execute, deliver and perform this Agreement and the other Transaction Agreements to enter into this Agreement, to perform its which it is a party and (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions (including the Mergers), in each case, subject to the consents, approvals, authorizations and other requirements described in Section 4.5. The execution, delivery and performance by the Company of this Agreement, Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company of the applicable transactions contemplated 37 hereby, Transactions (including the Merger, Mergers) have been duly and validly approved authorized by all requisite action, including approval by the unanimous vote Company Board and, following receipt of the board of directors of Requisite Company Stockholder Approval, the Company and will be duly and validly approved Stockholders as required by the Consenting Stockholders within twenty-four hours of the execution of this AgreementDGCL, and no other corporate actions or proceedings proceeding on the part of the Company or any of its stockholders shall be Subsidiaries is necessary to authorize this Agreement and the transactions contemplated herebyother Transaction Agreements or the Company’s performance hereunder or thereunder. The Company This Agreement has been and, upon execution by the Company, such other Transaction Agreements to which it is a party will be duly and validly executed and delivered this Agreement. This Agreement by the Company and (assuming any such agreement constitutes a legal, valid and binding obligation of the Company counterparties thereto) constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity (collectively, the “Remedies Exception”). (b) Prior At a meeting duly called and held, the Company Board 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 date of other Transaction Agreements; (b) approved this Agreement, the Company other Transaction Agreements and its board of directorsthe Transactions, have taken all action necessary to exempt under or make not including the Mergers and the Repurchase in accordance with the DGCL and DLLCA, as applicable, on the terms and subject to the conditions of herein or therein; and (ic) adopted a resolution recommending the provisions Transactions be approved, and the plan of Section 203 of the DGCLmerger set forth in this Agreement be adopted, (ii) any other Takeover Law or (iii) any provision of the Organizational Documents of by the Company and Stockholders in accordance with the Subsidiaries that would require any corporate approval other than that otherwise required by Company’s Governance Documents (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 “poison pill” or shareholder rights planRecommendation”).

Due Authorization. (a) The Company has full the requisite power and authority to enter into execute and deliver this Agreement, Agreement and each Transaction Agreement to which it is a party and (subject to obtaining the Requisite Company Approval and the approvals described in Section 4.05) to perform its all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance of this Agreement and such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, Board and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be (other than obtaining the Requisite Company Approval) is necessary to authorize this Agreement or such Transaction Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and each Transaction Agreement to which the transactions contemplated hereby. The Company has is a party (when executed and delivered by the Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement. This Agreement constitutes constitutes, and each such Transaction Agreement (when executed and delivered by the Company) will constitute, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principles. subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (b) Prior the “Enforceability Exceptions”). The Company Board Approval is sufficient to ensure that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the date of Merger, this Agreement, the Company and its board of directors, have taken all action necessary to exempt under Transaction Agreements or make not subject to (i) the provisions of Section 203 other Transactions. To the knowledge of the DGCLCompany, (ii) any no other Takeover Law state takeover statute is applicable to the Merger or (iii) any provision of the Organizational Documents other Transactions. The approval of the Company and Minimum Holders (the Subsidiaries that would require any corporate approval other than that otherwise required by “Requisite Company Approval”) is the DGCL or other applicable state Law: (x) the execution of this Agreement, (y) the Merger and (z) any only vote of the other holders of any class or series of Company Capital Stock required to approve and adopt this Agreement and approve the transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planhereby.

Due Authorization. (a) The Company has full all requisite company power and authority to enter into execute and deliver this Agreement, Agreement and each ancillary agreement to this Agreement to which it is a party and (subject to the approvals described in Section 4.05 and the adoption of this Agreement by (a) holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (treated as Company Common Stock on an "as converted basis") voting together as a single class and (b) holders of a majority of the outstanding shares of Company Preferred Stock (treated as Company Common Stock on an "as converted basis") voting together as a single class (the "Company Requisite Approval") to perform its obligations hereunder and thereunder and to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, Agreement and such ancillary agreements and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, hereby and thereby have been duly and validly authorized and approved by the unanimous vote of the board of directors Company Board and upon receipt of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementRequisite Approval, and no other corporate actions or proceedings company proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or such ancillary agreements or the Company's performance hereunder or thereunder. This Agreement has been, and the transactions contemplated hereby. The Company has each such ancillary agreement will be, duly and validly executed and delivered this Agreement. This Agreement constitutes by the Company and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ ' rights generally and by equitable principles. (b) Prior subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the date of this 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 only vote of the DGCL, (ii) holders of any other Takeover Law class or (iii) any provision series of the Organizational Documents capital stock of the Company required to approve and adopt this Agreement and approve 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 “poison pill” or shareholder rights planhereby.

Due Authorization. (a) The Company has full all requisite corporate power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is, or is 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 contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this Agreement, Agreement and the consummation by each Ancillary Agreement to which the Company of the applicable transactions is, or is contemplated 37 herebyto be, including the Merger, a party have been duly and validly authorized and approved by the unanimous vote Company Board. This Agreement has been, and each of the board of directors of Ancillary Agreements to which the Company and is, or is contemplated to be, a party has been or will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementbe, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has as applicable, duly and validly executed and delivered by the Company, and this Agreement. This Agreement constitutes, and each Ancillary Agreement to which the Company is, or is contemplated to be, a party constitutes or, upon execution prior to the Closing, as 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 the other parties hereto or thereto), enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity (the “Enforceability Exceptions”). (b) Prior to the date Company’s execution and delivery of this Agreement, the Company and its board of directorsBoard has taken the Company Board Actions, have taken all action necessary to exempt under or make not subject to (i) the provisions of Section 203 and, as of the DGCLdate hereof, (ii) any other Takeover Law or (iii) any provision of the Organizational Documents none of the Company and Board Actions has been rescinded, withdrawn or modified. No other corporate action is required on the Subsidiaries that would require part of the Company or any corporate approval other than that otherwise required by of its stockholders to enter into this Agreement or the DGCL Ancillary Agreements to which the Company is, or other applicable state Law: (x) the execution of this Agreementis contemplated to be, (y) a party or to approve the Merger and (z) any of or the other transactions contemplated by this Agreement. The hereby or thereby, except for the Company does not have in effect any “poison pill” or shareholder rights planStockholder Approval.

Due Authorization. (a) The Company has full all requisite corporate power and authority to: (i) execute, deliver and perform this Agreement and the other Transaction Agreements to enter into this Agreement, to perform its which it is a party and (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the transactions contemplated herebyTransactions (including the Amalgamation), in each case, subject to receipt of the Requisite Company Shareholder Approval and the consents, approvals, authorizations and other requirements described in Section 3.5. The execution, delivery and performance by the Company of this Agreement, Agreement and the other Transaction Agreements to which it is a party and the consummation by the Company of the applicable transactions contemplated 37 hereby, Transactions (including the Merger, Amalgamation) have been duly and validly approved authorized by the unanimous vote of all requisite action, including approval by the board of directors of the Company, and, following receipt of the Requisite Company and will be duly and validly approved Shareholder Approval, the Company Shareholders as required by the Consenting Stockholders within twenty-four hours of the execution of this AgreementSingapore Companies Act, and no other corporate actions or proceedings proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement and the transactions contemplated herebyother Transaction Agreements or the Company’s performance hereunder or thereunder. The Company This Agreement has been and, upon execution by the Company, such other Transaction Agreements to which it is a party will be, at or prior to the Closing, duly and validly executed and delivered this Agreement. This Agreement by the Company and (assuming any such agreement constitutes a an authorized legal, valid and binding obligation of the Company counterparties thereto) constitute the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its their terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting or relating to creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of 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) Prior to the date of this AgreementAt a meeting duly called and held, 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 directors of the DGCL, Company has unanimously: (iia) any other Takeover Law or (iii) any provision of determined that it is fair and in the Organizational Documents best interests of the Company and Company Shareholders, and declared it advisable, to enter into this Agreement and the Subsidiaries that would require any corporate approval other than that otherwise required by Transaction Agreements providing for the DGCL or other applicable state Law: Amalgamation in accordance with the Singapore Companies Act; (xb) approved this Agreement and the execution Transactions, including the Amalgamation in accordance with the Singapore Companies Act, on the terms and subject to the conditions of this Agreement, (y) the Merger ; and (zc) any of adopted a resolution recommending the other transactions contemplated Transactions be approved, and the Agreement be adopted, by this Agreement. The the Company does not have Shareholders in effect any accordance with the Company’s Charter Documents (the “poison pill” or shareholder rights planCompany Recommendation”).

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Company, and no other corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company. This Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby 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. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by 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 applicable Company Capital Stock approve this Agreement and the transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no . No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Merger other than the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesStockholder Approvals. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Subject to any required approvals of the Bankruptcy Court, the Company has full shall have the requisite corporate power and authority to enter into this Agreement, Agreement and each of the other Transaction Documents to perform its obligations hereunder which it is a party and shall have the requisite corporate power and authority to consummate the transactions contemplated herebyhereby and thereby. The execution, execution and delivery and performance by the Company of this AgreementAgreement 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 applicable transactions contemplated 37 hereby, including hereby and thereby) (i) are within the Merger, have been duly corporate power and validly approved by the unanimous vote of the board of directors authority of the Company and will be (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 validly approved each of the other Transaction Documents to which the Company is a party when executed and delivered by the Consenting Stockholders within twenty-four hours of the execution of this AgreementCompany shall be, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has 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 a party, this Agreement. This Agreement constitutes constitutes, and each of such other Transaction Documents when executed and delivered by the Company shall constitute, a legal, valid and binding obligation agreement of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be enforcement is limited by applicable bankruptcy, insolvency, moratorium, reorganization or insolvency and other similar Laws in effect which affect laws affecting the enforcement of creditors’ ' rights generally and for limitations imposed by equitable principles. (b) Prior general principles of equity. The terms, designations, powers, preferences and relative, participating, optional and other special rights, qualifications, limitations and restrictions of the Series A Preferred Stock shall be as set forth in the Preferred Stock Certificate of Designation. After giving effect to the date Reorganization, (x) the Preferred Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, the Company shall be validly issued and its board of directorsoutstanding, have taken all action necessary to exempt under or make fully paid and non-assessable, and not subject to (i) the provisions of Section 203 preemptive or other similar rights of the DGCL, (ii) any other Takeover Law or (iii) any provision stockholders 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 AgreementCompany, (y) the Merger 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) any 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 other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights planstockholders of the Company.

Due Authorization. (a) The Company has full power and authority to enter into this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement, the Registration Rights Agreement (as defined below), and the consummation such other agreements, instruments and documents to be executed in connection herewith by Buyer and Sub have been duly authorized by the Company Board of the applicable transactions contemplated 37 hereby, including the Merger, have Directors of Buyer and Sub. This Agreement has been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreementauthorized, and no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered by each of Buyer and Sub and, assuming this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Company and Sellers, constitutes a valid and binding obligation of Buyer and Sub enforceable against the Company Buyer and Sub in accordance with its terms, except as such enforceability the same may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect other laws affecting the enforcement of creditors’ ' rights generally and by equitable principles. (b) Prior to the date application of general principles of equity. Upon its execution in accordance with this Agreement, the Registration Rights Agreement will have been duly and validly executed and delivered by Buyer and, assuming the Registration Rights Agreement constitutes a valid and binding obligation of the Sellers who are parties thereto, will constitute a valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and the application of general principles of equity. Assuming the accuracy of the representations and warranties made by the Sellers in this Agreement, the 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 its board Sellers at or prior to Closing), (c) permit the acceleration of directorsthe maturity of any indebtedness of, or any indebtedness secured by the property of, Buyer or Sub (except as shall have taken all action necessary been waived in writing by the Company and Sellers at or prior to exempt under Closing), or make not subject (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 provisions of filings described in Section 203 of the DGCL6.13 hereof, and (ii) any other Takeover Law or (iii) any provision of the Organizational Documents of the Company filings and the Subsidiaries that would require any corporate approval other than that otherwise required approvals contemplated by the DGCL or other applicable state Law: (x) the execution of this Registration Rights Agreement, (y) the Merger and (z) any of the other transactions contemplated by this Agreement. The Company does not have in effect any “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby 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. (b) 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 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, Agreement and the consummation by other Transaction Documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or its stockholders shall be necessary to authorize enter into this Agreement and or the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of documents to which the Company enforceable against is a party contemplated hereby or to approve the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principlesTransactions. (b) Prior to the date of this 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company has full all requisite corporate power and authority to enter into execute and deliver this Agreement, Agreement and each ancillary agreement to this Agreement to which it is a party and (subject to the approvals described in Section 4.05 and the adoption of this Agreement by (a) holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (on an “as converted basis”) voting together as a single class and (b) holders of 60% of the outstanding shares of Company Preferred Stock voting together as a single class (on an “as converted basis”) (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated herebythereby. The execution, delivery and performance of this Agreement and such ancillary agreements by the Company of this Agreement, and the consummation by the Company of the applicable Transactions and the transactions contemplated 37 hereby, including the Merger, thereby have been duly and validly authorized and approved by the unanimous vote of the board of directors Company Board and upon receipt of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this AgreementRequisite Approval, and no other corporate actions or proceedings equivalent proceeding on the part of the Company or its stockholders shall be is necessary to authorize this Agreement or such ancillary agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and the transactions contemplated hereby. The Company has each such ancillary agreement will be, duly and validly executed and delivered this Agreement. This Agreement constitutes by the Company and, assuming due authorization and execution by each other party hereto and thereto, constitutes, or will constitute, as applicable, a legal, valid and binding obligation of the Company Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by subject to applicable bankruptcy, insolvency, moratoriumfraudulent conveyance, reorganization or reorganization, moratorium and similar Laws in effect which affect the enforcement of affecting creditors’ rights generally and by equitable principlessubject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required in connection with the adoption of this Agreement and the consummation of the Transactions, including the Closing. (b) Prior At a meeting duly called and held on or prior to the date of this Agreementhereof, the members of the Company and its board of directors, have taken all action necessary to exempt under or make not subject to Board (with one member abstaining) unanimously: (i) determined that this Agreement and the provisions of Section 203 of Transactions are fair to, advisable and in the DGCL, (ii) any other Takeover Law or (iii) any provision of the Organizational Documents best interests of the Company and the Subsidiaries Company Stockholders; (ii) approved the Transactions; (iii) directed that would require any corporate approval other than that otherwise required by this Agreement be submitted to a vote or written action of the DGCL or other applicable state Law: (x) the execution of this Agreement, (y) the Merger Company Stockholders; and (ziv) any recommended to the Company Stockholders approval of each of the other transactions contemplated by this Agreement. The matters requiring the Company does not have in effect any “poison pill” or shareholder rights planRequisite Approval.

Due Authorization. (a) The Company has full power all requisite company or corporate power, as applicable, and authority to enter into execute and deliver this Agreement, Agreement and the other documents to perform its obligations hereunder which it is a party contemplated hereby and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the Board of Directors of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby. The This Agreement has been, and on or prior to the Acquisition Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Agreement constitutes, and on or prior to the Acquisition Closing, the other documents to which the Company is a party contemplated hereby 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 (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the Board of Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, (ii) approving the transfer of the Company Common Stock to Swiss NewCo, and (iii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, Agreement and the consummation by other documents to which the Company of is a party contemplated hereby and the applicable transactions contemplated 37 hereby, including the Merger, have been duly hereby and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no thereby. No other corporate actions or proceedings action is required on the part of the Company or any of its stockholders shall be necessary to authorize enter into this Agreement and or the other documents to which the Company is a party contemplated hereby or to approve the transactions contemplated herebyhereby and thereby. The Company has duly Acquisition Transfer and validly executed and delivered this Agreement. This Agreement constitutes a legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles. (b) Prior to the date of this 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 Governing Documents of the Company have been duly and the Subsidiaries that would require any corporate approval other than that otherwise required by the DGCL or other validly approved in accordance with 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 “poison pill” or shareholder rights plan.

Due Authorization. (a) The Company SPAC has full all requisite exempted company, corporate, limited liability company or other similar power and authority to enter into execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject only to obtaining the SPAC Stockholders’ Approval, the effectiveness of the Proxy/Registration Statement, receipt of the Regulatory Approvals, the filing of any documents required by the Final Order, the Interim Order and filings required pursuant to the Plan of Arrangement and the consummation of the Arrangement, to consummate the transactions contemplated herebyhereby and thereby. The execution, delivery and performance by the Company of this Agreement, and the consummation by the Company of the applicable transactions contemplated 37 hereby, including the Merger, have been duly and validly approved by the unanimous vote of the board of directors of the Company and will be duly and validly approved by the Consenting Stockholders within twenty-four hours of the execution of this Agreement, and no other All corporate actions or proceedings action on the part of SPAC and its respective directors, officers and stockholders necessary for the Company or its stockholders shall be necessary to authorize (a) authorization, execution and delivery by SPAC of this Agreement and the transactions contemplated hereby. The Company has duly and validly executed and delivered this Agreement. This Agreement constitutes Ancillary Agreements to which it is or will be a legalparty, valid and binding obligation of the Company enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the enforcement of creditors’ rights generally and by equitable principles. (b) Prior consummation of the Transactions and (c) performance of each of their obligations hereunder or thereunder has been taken or will be taken prior to the date of this AgreementClosing, the Company and its board of directors, have taken all action necessary to exempt under or make not subject to (i) obtaining the provisions of Section 203 of the DGCLSPAC Stockholders’ Approval, (ii) any other Takeover Law or the receipt of the Regulatory Approvals and (iii) any provision the consummation of the Organizational Documents of the Company Arrangement. This Agreement and the Subsidiaries that would require any corporate approval Ancillary Agreements to which it is or will be a party (assuming due authorization, execution and delivery by each other than that otherwise required party hereto and thereto) constitute or will constitute at the Closing (with respect to the Ancillary Agreements to be executed at the Closing) valid and binding obligations of SPAC, enforceable against it in accordance with their respective terms, except as limited 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 “poison pill” or shareholder rights planEnforceability Exceptions.