Common use of Due Authorization Clause in Contracts

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to 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. 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 and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Subject to the receipt of the Company Shareholder Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents Transaction Documents to which it is or will be a party contemplated hereby and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the approvals described satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in Section 5.5) to consummate the transactions contemplated hereby Separation and thereby and to perform all of its obligations hereunder and thereunderDistribution Agreement). The execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company it is or will be a party contemplated hereby as of the Effective Time and the consummation of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary and validly authorized and approved by the board of directors of the Companyproper corporate action on its part, and no other company or corporate proceeding action on the part of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date and the other Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the Transactions. Each of this Agreement and the Transaction Documents to which the Company is or will be a party contemplated hereby. This Agreement as of the Effective Time has been, and on been or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, be duly and validly executed and delivered by the Company it and (assuming that this Agreement constitutes, and on or prior to the Share Exchange Closing, the such other applicable Transaction Documents to which the Company each of Parent and Merger Sub is or will be a party contemplated hereby 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, a constitute the legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. equity (b) On or prior to the date of this Agreementcollectively, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval“Remedies Exception”).

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents Ancillary Agreements to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) 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 applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors 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 Transaction Documents to which than the Company is a party contemplated herebyStockholder Approvals). 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 applicable Ancillary Agreements 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 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 Board of directors Directors of the Company has duly adopted resolutions (i) determining declaring that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby applicable Ancillary Agreements, and the transactions contemplated hereby and thereby thereby, including the Merger, are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger. No other company or corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby applicable Ancillary Agreements, or to approve the TransactionsMerger, other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Company has all requisite company corporate or corporate power, as applicable, similar organizational power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is a party contemplated hereby party, to perform its obligations hereunder and thereunder, and (subject to the approvals described in Section 5.55.05) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents each Ancillary Agreement to which the Company it is a party contemplated hereby party, and the consummation of the transactions contemplated hereby and thereby thereby, have been duly and validly authorized and approved by the board of directors of Company Board and, except for the CompanyCompany Stockholder Approval, and no other company corporate or corporate proceeding similar organizational action on the part of the Company or any of its Subsidiaries or any holders of any Equity Securities of the Company or any of its Subsidiaries is necessary to authorize the execution and delivery by the Company of this Agreement and or the other Transaction Documents Ancillary Agreements to which the Company is (or will be) a party party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the transactions contemplated herebyhereby and thereby. 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, been duly and validly executed and delivered by the Company and and, assuming this Agreement constitutesconstitutes a legal, valid and on or prior to the Share Exchange Closing, binding obligation of the other Transaction Documents parties hereto, constitutes 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. Each Ancillary Agreement to which the Company is a party contemplated hereby party, when executed and delivered by the Company, will constitutebe 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) On or prior to the date of The Company Board has, by duly adopted resolutions, (i) approved 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 Merger and the transactions contemplated hereby by this Agreement, (ii) determined that this Agreement, the Merger and thereby the transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, of the Company and its stockholdersthe Holders, as applicable, and (iiiii) authorizing and approving directed that the execution, delivery and performance adoption of this Agreement be submitted for approval by the Company of this Agreement Stockholders and the other Transaction Documents (iv) resolved to which recommend that the Company is a party contemplated hereby Stockholders approve this Agreement, the Merger and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into by this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalAgreement.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver 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 other documents to which it is a party contemplated hereby and Mergers (subject to the approvals described in Section 5.5) “Company Stockholder Approval”), 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 Companyhereby, and no other company corporate actions or corporate proceeding proceedings on the part of the Company is or its stockholders shall be necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party transactions contemplated hereby. This 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 has beenis in the best interests of the Company and its stockholders, (iii) declaring this Agreement advisable and on or prior (iv) recommending that the Company’s stockholders adopt this Agreement and directing that this Agreement be submitted to the Share Exchange Closing, the other Transaction Documents to which the Company’s stockholders for adoption. The Company is a party contemplated hereby will be, has duly and validly executed and delivered by the Company and this Agreement. 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, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganizationmoratorium, moratorium and reorganization or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and subjectby rules of Law governing specific performance, as to enforceability, to general principles of equityinjunctive relief and equitable principles. (b) On or prior Prior to the date of this Agreement, the Company and its board of directors of the Company has duly adopted resolutions have taken all action necessary to exempt under or make not subject to (i) determining that this Agreement and the provisions of Section 203 of the DGCL, (ii) any other Transaction applicable Takeover Law or (iii) any provision of the Organizational 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, of the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance Subsidiaries that would require any corporate approval other than that otherwise required by the Company DGCL or other applicable state Law, each of the execution of this Agreement Agreement, the Mergers and any of the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebyby this Agreement. No other corporate action is required on the part of the The Company does not have in effect any “poison pill” or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalshareholder rights plan.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.54.5) 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 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 Board of directors 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 Transaction Documents documents to which the Company is or will be a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange ClosingClosing and upon execution by the Company, the such other Transaction Documents 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 Share Exchange Closing, the other Transaction Documents 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 Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents 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, as applicable, stockholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is or will be a party contemplated hereby and the transactions contemplated hereby and therebythereby (including the Merger). No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is or will be a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder Stockholder Approval.

Due Authorization. (a) The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby and (to perform all obligations to be performed by it hereunder and thereunder and, subject only to obtaining the approvals described in Section 5.5) Company Stockholder Approval by the Requisite Company Stockholders, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby 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 CompanyCompany and other than execution and delivery of the Company Stockholder Approval by the Requisite Company Stockholders, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Transaction Agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and on or prior to each such Transaction Agreement (when executed and delivered by the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby 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 constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents to which the Company is a party contemplated hereby Agreement will constitute, a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject only to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity. , whether such principles are considered in a proceeding in equity or at Law (b) On or prior to collectively, the date of this Agreement“Enforceability Exceptions”). At a meeting duly called and held, the board of directors of the Company has duly adopted resolutions unanimously (i) determining determined that it is in the best interests of the Company and the stockholders of the Company, and declared it advisable, to enter into this Agreement providing for the Mergers, (ii) approved this Agreement and the Transactions, including the Mergers, on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending that this Agreement and the other Transaction Documents to which Transactions, including the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair toMergers, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance be adopted by the stockholders of the Company. The Company Stockholder Approval is the only vote or consent of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part holders of any class of Equity Securities of the Company or any of its shareholders Subsidiaries that is required to enter into adopt this Agreement or the documents to which the Company is a party contemplated hereby or to and approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) 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 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 Board of directors 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 documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents 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 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 Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Each Group Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents Transaction Documents to which it is a party contemplated hereby and (subject to the approvals described in Article II and Section 5.56.4) to consummate the transactions contemplated hereby and thereby Transactions 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 any Group Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors or similar governing body of the such Group Company, and other than the approvals specified in this Agreement and the relevant Transaction Documents, no other company or corporate proceeding on the part of the such Group Company is necessary to authorize this Agreement and the other Transaction Documents to which the such Group Company is a party contemplated herebyparty. This Agreement has been, and on or prior to the Share Exchange Merger Closing, the other Transaction Documents to which the any Group Company is a party contemplated hereby will be, duly and validly executed and delivered by the such Group Company and this Agreement constitutes, and on or prior to the Share Exchange Merger Closing, the other Transaction Documents to which the such Group Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of the such Group Company, enforceable against the such Group Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board competent corporate body of directors of the each Group Company has duly adopted or passed resolutions (i) determining that this Agreement and the other Transaction Documents to which the such Group Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in the best interests of, the such Group Company and its stockholdersshareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the such Group Company of this Agreement and the other Transaction Documents to which the such Group Company is a party contemplated hereby and the transactions contemplated hereby and therebyTransactions. No other corporate action is required on the part of the any Group Company or any of its shareholders to enter into this Agreement or the documents Transaction Documents to which the such Group Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalapprovals specified in this Agreement.

Due Authorization. (a) The Company has all requisite company or the corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to 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 thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance 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 transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . 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, will be validly issued and outstanding, fully paid and non-assessable, free and, except as provided in Section 4.9 hereof, clear of any Encumbrances and not subject to the board of directors preemptive or other similar rights of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part stockholders of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors of the CompanyCompany Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and this Company. This Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents 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 equityequity (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the board of directors of the Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby Transactions and thereby(iii) recommending that the holders of the Company Common Stock approve this Agreement and the Transactions, including the Merger. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Company has all the requisite company or corporate power, as applicable, power and authority to enter into, execute and deliver this Agreement, the Warrants and the Registration Rights Agreement and the other documents to which it is a party contemplated hereby perform its obligations hereunder and (subject to the approvals described in Section 5.5) thereunder 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, the Warrants and the Registration Rights Agreement by the Company and the consummation by the Company of the transactions contemplated hereunder and thereunder have been duly and validly authorized by all requisite corporate action, and no other corporate proceedings on the part of the Company, pursuant to the General Corporation Law of the State of Delaware, as amended, or otherwise, are necessary to authorize the execution and delivery of this Agreement, the Warrants and the Registration Rights Agreement or to consummate the transactions contemplated hereunder or thereunder other than the Stockholder Approval. (b) The Investor has formally requested and the Board has granted a waiver and exemption to the Investor under the Tax Plan and otherwise modified the Rights Plan effective concurrently with the execution of this Agreement, in each case, to permit the entering into of this Agreement and the other Transaction Documents Settlement Agreement, and, subject 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 hereunder, the acquisition by the board Investor and/or any of directors its Affiliates of the CompanyShares, 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 no other company will not be further amended or corporate proceeding modified to prohibit or restrict any of the foregoing permitted acquisitions. The Company (i) has not granted any currently effective waiver or exemption to any Person under any Rights Agreement, except as set forth on the part Section 3.2(b) of the Company is necessary Disclosure Schedule, (ii) will not grant any waiver or exemption to authorize this any Person under any Rights Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, Closing and (iii) will not grant any waiver or exemption to any Person under any Rights Agreement that would prohibit or restrict any of the other Transaction Documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered foregoing permitted acquisitions 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 Investor and/or any 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 equityAffiliates. (bc) On or prior The Board has taken the necessary actions such that the restrictions on business combinations contained in DGCL Section 203 will not apply to the date Investor and its Affiliates and Associates (as defined in DGCL Section 203) solely by virtue 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 tothe 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 best interests of, the Company and its stockholders, DGCL) solely as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company a result of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby or the foregoing permitted acquisitions (the “Section 203 Approval”). Notwithstanding the foregoing, from and thereby. No other corporate action is required on after such time as the part 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 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 any 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 shareholders Affiliates and Associates and shall apply as a matter of contract pursuant to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalAgreement.

Due Authorization. (a) The Other than the Company Shareholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to 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 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 documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Amalgamation Closing, the other Transaction Documents 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 Amalgamation Closing, the other Transaction Documents 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 and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute enter into this Agreement, to perform its obligations hereunder and, subject to the filings under Section ‎2.3, to consummate the Transactions, and deliver 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 other documents to which it is a party contemplated hereby Transactions. The execution, delivery and (subject to performance by the approvals described Company of this Agreement, and, assuming the representations and warranties set forth in Section 5.5) to consummate the transactions contemplated hereby ‎5.10 are true 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 correct, the consummation by it of the transactions contemplated hereby and thereby Merger, have been duly and validly authorized and approved by the board Company Board and, assuming that the Merger is consummated in accordance with the MBCA, except for filing the MBCA Certificate of directors of Merger with the CompanyMichigan Department pursuant to the MBCA and subject to obtaining the Company Shareholder Approval, and no other company or corporate proceeding action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. 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 equityTransactions. (b) On or prior to the date of this Agreement, the board of directors of the The Company Board has duly adopted resolutions unanimously (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which consummation of the Company is a party contemplated hereby Transactions, (ii) determining that this Agreement and the transactions contemplated hereby Transactions are fair to and thereby. No other corporate action is required on in the part best interests of the Company or any of its shareholders to enter into and the Company’s shareholders, (iii) adopting and declaring advisable this Agreement or and the documents to which 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 a party contemplated hereby or 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. Assuming the due authorization, other than execution and delivery hereof by Parent, Merger Sub and Guarantor, this Agreement constitutes a legal, valid and binding obligation of the Company Shareholder Approvalenforceable 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 (the “Enforceability Exceptions”).

Due Authorization. (a) The Company Buyer Parent has all requisite company or necessary corporate power, as applicable, power and authority to execute execute, deliver and deliver perform its obligations under this Agreement Agreement, and the other documents to 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 performance of all of its obligations hereunder have been duly authorized by Buyer Parent. Without limiting the foregoing, Buyer Parent has obtained all corporate approvals required under applicable Laws and applicable rules of the national securities exchange on which Buyers’ Common Stock is listed to issue the Shares in accordance with Section 3.2(b) except any approval by Buyer Parent’s stockholders required by such national securities exchange in connection therewith. The signing, delivery and performance by Buyer Parent of this Agreement is not prohibited or limited by, and shall not result in a breach of or a default under, any provision of the Organizational Documents of Buyer Parent, or of any material Contract binding on Buyer Parent, or of any applicable Order. This Agreement has been duly executed and delivered by Buyer Parent, and (assuming due authorization, execution and delivery by each other Transaction Documents Party thereto) this Agreement constitutes, and when executed and delivered by Buyer Parent, will constitute, legal, valid and binding obligations of Buyer Parent enforceable against Buyer Parent in accordance with their respective terms, except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other Laws of general application relating to or affecting creditors’ rights generally. (b) Each Buyer has all necessary corporate power and authority to execute, deliver and perform its obligations under the Ancillary Agreements to which the Company it is a party contemplated hereby 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 hereby and thereby thereunder, prior to the Closing, have been duly authorized by each such Buyer. The signing, delivery and validly authorized and approved performance by the board of directors each Buyer of the Company, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Ancillary Agreement and the other Transaction Documents to which the Company it is a party contemplated hereby. This Agreement has beenare not prohibited or limited by, and shall not result in a breach of or 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 the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, have been 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 each Buyer that is a party contemplated hereby will constitute, a thereto and constitute the legal, valid and binding obligation of the Companyeach Buyer that is a party thereto, enforceable against the Company each such Buyer in accordance with its their respective terms, subject to except as enforceability may be limited or affected by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and similar reorganization or other Laws of general application relating to or affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitygenerally. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) 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 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 Board of directors 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 documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents 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 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 Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder ApprovalStockholder Approvals.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to 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 by Empire of this Agreement and each of the other Transaction Documents to which the Company it is a party contemplated hereby 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 and validly authorized and approved by all necessary corporate proceedings on the board part of directors of the Company, and no Empire. No other company or corporate proceeding on the part of the Company Empire is necessary to authorize approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which the Company Empire is a party contemplated hereby. 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, have been duly and validly executed by Empire and delivered by constitute 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 obligations of the Company, Empire enforceable against the Company Empire in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date The execution and delivery by ▇▇▇▇▇▇▇▇ of this AgreementAgreement and each of the other Transaction Documents to which it is a party, the board performance by it of directors all the terms and conditions hereof and thereof to be performed by it and the consummation of the Company has transactions contemplated hereby and thereby have been duly adopted resolutions (i) determining that authorized and approved by all necessary corporate proceedings on the part of ▇▇▇▇▇▇▇▇. No other corporate proceeding on the part of ▇▇▇▇▇▇▇▇ is necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transaction contemplated hereby and thereby. This Agreement and the other Transaction Documents to which the Company ▇▇▇▇▇▇▇▇ is a party contemplated hereby have been duly and validly executed by ▇▇▇▇▇▇▇▇ and constitute the transactions contemplated hereby legal, valid and thereby are advisable binding obligations of ▇▇▇▇▇▇▇▇ enforceable against ▇▇▇▇▇▇▇▇ in accordance with their respective terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors' rights and 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 general principles of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalequity.

Due Authorization. (a) The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to 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 thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares and the Warrants by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Common Stock issuable upon conversion of the Series B Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), and the consummation by the Company of the transactions contemplated hereby and thereby) (i) are within the corporate power and authority of the Company and (ii) have been duly authorized by all necessary corporate action of the Company, subject to (A) the approval and adoption of each Series B Certificate of Designation by the Company Board, (B) the Series A Holder Approval and (C) the Company Stockholder Approval. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 shall be, duly and validly executed and delivered by the Company Company. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will shall constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . 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, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the board of directors preemptive or other similar rights of the Company has duly adopted resolutions (i) determining that this Agreement stockholders of the Company. The Conversion Shares and the other Transaction Documents to which Warrant Shares have been validly reserved for issuance and, when issued and delivered in accordance with the Company is a party contemplated hereby terms of the applicable Series B Certificate of Designation and the transactions contemplated hereby Warrants, respectively, shall be duly and thereby are advisable validly issued and fair tooutstanding, fully paid and non-assessable, and in not subject to the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the preemptive or other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part similar rights of the Company or any stockholders of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to 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 thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares 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 transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all requisite corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . The Shares have been validly reserved for issuance, and upon issuance, will be duly authorized and validly issued and outstanding, fully paid, and nonassessable. The Company has taken all action necessary to waive, and by its execution hereof does hereby waive, the provisions of Section 4.16 of the 1999 Stock Purchase Agreement to the date of this Agreement, extent necessary to permit the board of directors of Purchasers to consummate the Company has duly adopted resolutions (i) determining that transactions contemplated by this Agreement and the other Transaction Documents to which Documents. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Company is a party contemplated hereby Series G Preferred Stock and the transactions contemplated hereby and thereby are advisable and fair to, and Series H Preferred Stock will be as set forth in the best interests ofCertificate of Designation for the Series G Preferred Stock and the Certificate of Designation for the Series H Preferred Stock (the "Certificates of Designation"), the Company forms of which are attached to this Agreement as Exhibits 2.2A and its stockholders2.2B. The Preferred Shares issued to the Purchasers in accordance with the terms of the Certificates of Designation, as applicable, when issued and (ii) authorizing and approving delivered in accordance with the execution, delivery and performance by the Company terms of this Agreement Agreement, will be duly authorized and validly issued and outstanding, fully paid and nonassessable free and clear of any Encumbrances and not subject to the preemptive or other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part similar rights of any stockholders of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and the other documents Transaction Agreements to which it is a party contemplated hereby party; and (b) carry out the Company’s obligations hereunder and thereunder and to consummate the Transactions (including the Merger), in each case, subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder4.5. The execution and delivery by the Company of this Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby Transactions (including the Merger) have been been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly authorized and approved by all requisite action, including approval by the board of directors of the CompanyCompany and, following receipt of the affirmative vote or consent of the holders of shares representing a majority of the voting power of the Company required to approve and adopt this Agreement, the Merger and the other Transactions under the Charter Documents and the DGCL, including, without limitation, the approval of the holders of the Company Preferred Stock and Company Common Stock, respectively, including the (x) approval of the majority of the holders of the Company Preferred Stock and the Company Common Stock voting as a single class (on an as converted basis) and (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 company or corporate proceeding on the part of the Company is necessary to authorize this Agreement. This Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby. 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, have been duly and validly executed and delivered by the Company and (assuming this Agreement constitutesconstitutes a legal, valid and on binding obligation of each of Parent and Merger Sub) constitute or prior to will constitute 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 their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. equity (b) On or prior to the date of this Agreementcollectively, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval“Remedies Exception”).

Due Authorization. (a) The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Transaction Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.55.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderTransactions. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors of the Company, and and, other than the Company Stockholder Approval, no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Transaction Agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and on or prior to each such Transaction Agreement (when executed and delivered by the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby 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 constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents to which the Company is a party contemplated hereby 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 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 (b) On or prior to the date of this Agreement“Enforceability Exceptions”). At a meeting duly called and held, the board of directors of the Company has duly adopted resolutions unanimously (i) determining determined that it is in the best interests of the Company and the stockholders of the Company, and declared it advisable, to enter into this Agreement providing for the Merger, (ii) approved this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending that this Agreement and the other Transaction Documents to which Transactions, including the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair toMerger, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance be adopted by the stockholders of the Company. The Company Stockholder Approval is the only vote or consent of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part holders of any class of equity securities of the Company or any of its shareholders Subsidiaries that is required to enter into adopt this Agreement or the documents to which the Company is a party contemplated hereby or to and approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents Transaction Documents to which it is or will be a party contemplated hereby and to consummate the Transactions, except for such further action of the Company Board required, if applicable, to establish the Record Date and the Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the approvals described satisfaction or, to the extent permitted by applicable Law, waiver, of the conditions set forth in Section 5.5) to consummate the transactions contemplated hereby Separation and thereby and to perform all of its obligations hereunder and thereunderDistribution Agreement). The execution and delivery by the Company of this Agreement and the other Transaction Documents to which the Company it is or will be a party contemplated hereby as of the Effective Time and the consummation of the transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary and validly authorized and approved by the board of directors of the Companyproper corporate action on its part, and no other company or corporate proceeding action on the part of the Company is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party as of the Effective Time or, subject to such further action of the Company Board required, if applicable, to establish the Record Date and the other Distribution Date, and the declaration of the Distribution by the Company Board (the effectiveness of which is subject to the satisfaction or, to the extent permitted by applicable Law, waiver of the conditions set forth in the Separation and Distribution Agreement), consummate the Transactions. Each of this Agreement and the Transaction Documents to which the Company is or will be a party contemplated hereby. This Agreement as of the Effective Time has been, and on been or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will be, be duly and validly executed and delivered by the Company it and (assuming that this Agreement constitutes, and on or prior to the Share Exchange Closing, the such other applicable Transaction Documents to which the Company each of Parent and Merger Sub is or will be a party contemplated hereby as of the Effective Time constitutes a legal, valid and binding obligation of each of Parent and Merger Sub (as applicable)), constitutes or will constitute, a when executed and delivered constitute the legal, valid and binding obligation of the Company, enforceable against the Company it in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. equity (b) On or prior to the date of this Agreementcollectively, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval“Remedies Exception”).

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to 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 thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance 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 transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company and (b) have been duly authorized by all requisite corporate proceedings on the part of the Company, except for the approval by the stockholders of the Company 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, 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 referenced in Section 5.6. 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 is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ now or hereafter in effect relating to the rights generally of creditors generally. The GS Shares have been duly and subjectvalidly issued and are outstanding, as to enforceabilityfully paid and nonassessable. At the Second Closing, to general principles the Conversion Shares will be validly reserved for issuance, and upon issuance in accordance with the Series A Certificate of equityDesignation 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) 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 Section 3.3 is hereby amended 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 restated in the best interests of, the Company and its stockholders, entirety as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.follows:

Due Authorization. (a) The Each of the Company Parties has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.55.6) to consummate the transactions contemplated hereby Transactions and thereby the FST Restructuring, and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents to which the Company is a party Parties are parties contemplated hereby and the consummation of the transactions contemplated hereby Transactions and thereby the FST Restructuring 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 Parties is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party Parties are parties contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party documents contemplated hereby will be, duly and validly executed and delivered by each of the Company Parties, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other Parties hereto, and on or prior to the Share Exchange Closing, the other Transaction Documents 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 CompanyCompany Parties, enforceable against the Company Parties in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of each of the Company Parties has duly adopted resolutions (i) determining that this Agreement Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby FST Restructuring are advisable and fair to, and in the best interests of, each of the Company Parties and its stockholders, as applicable, the Company Shareholders and (ii) authorizing and approving the execution, delivery and performance by the Company Parties of this Agreement, the Ancillary Agreements, the Company Restructuring Documents, the Transactions and the FST Restructuring. Certified copies of the resolutions described in this Section 5.4(b) have been provided to SPAC prior to the execution and delivery of this Agreement and the other Transaction Documents to which by the Company is a party contemplated hereby and the transactions contemplated hereby and therebyParties. No other corporate action is required on the part of the Company or any of its shareholders the Company Shareholders to enter into this Agreement or the documents to which each of the Company is a Parties are party contemplated hereby or to approve the Transactions, Transactions and the FST Restructuring other than the Company Shareholder ApprovalApprovals.

Due Authorization. (a) The Company Holdings has all the requisite limited liability company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Transaction Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.55.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors managers of the Company, Holdings and no other limited liability company or corporate proceeding on the part of the Company Holdings or any of its equityholders is necessary to authorize this Agreement and the other or such Transaction Documents to which the Company is a party contemplated herebyAgreements or Holdings’ performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the other each such Transaction Documents to which the Company is a party contemplated hereby Agreement (when executed and delivered by Holdings) will be, duly and validly executed and delivered by the Company Holdings and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents to which the Company is a party contemplated hereby Agreement will constitute, a legal, valid and binding obligation of the CompanyHoldings, enforceable against the Company Holdings in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as the Enforceability Exceptions. The copy of the Holdings Board Approval provided to enforceability, to general principles of equity. (b) On or 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 board of directors managers of Holdings or any of the Company has duly adopted resolutions (i) determining that this Agreement and equityholders of Holdings to approve relating to the other Transaction Documents to which the Company is a party contemplated hereby and Agreements, the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part performance of the Company or any obligations of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalHoldings hereunder and thereunder.

Due Authorization. (a) The Company SPAC has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors of the Company, SPAC and no other company corporate or corporate equivalent proceeding on the part of the Company 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 other Transaction Documents to which the Company SPAC Second Merger Approval is a party contemplated herebycondition to the consummation of the Second Merger). This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement (when executed and delivered by SPAC) will be, duly and validly executed and delivered by the Company SPAC and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement will constitute, constitute a legal, valid and binding obligation of the CompanySPAC, enforceable against the Company SPAC 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 equitythe Enforceability Exceptions. (b) On The only approvals or prior to votes required from the date holders of the SPAC’s Equity Securities in connection with the entry into this AgreementAgreement by SPAC, the consummation of the Transactions, including the Closing, and 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 of the Company SPAC has duly adopted resolutions unanimously: (i) determining determined that this Agreement and the other Transaction Documents Transactions are fair 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 ofof the SPAC 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 deferred underwriting commissions and its stockholderstaxes payable on interest earned) as of the date hereof, (iii) approved the Transactions as applicablea Business Combination, (iv) resolved to recommend to SPAC’s shareholders approval of each of the SPAC Transaction Proposals, and (iiv) authorizing and approving resolved to, immediately following the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part consummation of the Company or any First Merger at the First Effective Time, seek approval of its shareholders to enter into this Agreement or each of the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalSPAC Second Merger Proposals.

Due Authorization. (a) The Other than the Company Shareholders’ Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) 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 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 CompanyCompany Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Initial Closing, the other Transaction Documents 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 Initial Closing, the other Transaction Documents 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 board of directors of 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 stockholdersshareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Transactions other than the Company Shareholder Shareholders’ Approval.

Due Authorization. (a) The Company has all requisite company or corporate powerexecution, as applicable, delivery and authority to execute and deliver this Agreement and the other documents to 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 performance of this Agreement and the other Transaction Loan Documents to which the Company Borrower, any Subsidiary Guarantor or the Trust is or is to become 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. 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 (i) are advisable within the authority of the Borrower, such Subsidiary Guarantor and fair tothe Trust, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance have been duly authorized by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required all necessary proceedings on the part of the Company Borrower, such Subsidiary Guarantor or the Trust and any general partner or manager thereof, (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 Borrower, such Subsidiary Guarantor or the Trust or any general partner or manager thereof, or with the Tech LP Agreement, (v) do not contravene any provisions of, or constitute Default or Event of Default hereunder, and (vi) will not cause a failure to comply with any term, condition or provision of, any other agreement, instrument, judgment, order, decree, permit, license or undertaking binding upon or applicable to the Borrower, such Subsidiary Guarantor, FP Redland Tech or the Trust or any of its shareholders to enter into this Agreement the Borrower’s, such Subsidiary Guarantor’s, FP Redland Tech’s or the documents Trust’s properties (except for any such failure to which comply under any such other agreement, instrument, judgment, order, decree, permit, license, or undertaking as would not materially and adversely affect the Company is a party contemplated hereby business, operations, assets, condition (financial or to approve otherwise) or properties of the TransactionsTrust, FPLP or any other than member of the Company Shareholder ApprovalPotomac Group) or result in the creation of any mortgage, pledge, security interest, lien, encumbrance or charge 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 all requisite company or the corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to 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 thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance 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 transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . Prior to the date of this AgreementClosing, the board of directors 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 Company has duly adopted resolutions Preferred Stock will be as set forth in the Certificate of Designation for the Series B Preferred Stock (i) determining that the "Certificate of Designation"), the form of which is attached to this Agreement and as Exhibit 2.2A. The terms of the other Transaction Documents to which the Company is Warrants will be set forth in a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests ofWarrant, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company form of which is attached to this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalas Exhibit 2.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents to which it is a party contemplated hereby and (Related Agreements, and, subject to obtaining the approvals described in Section 5.5) Stockholder Approval, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement, the Related Agreements, and the compliance by the Company with each of the provisions of this Agreement and the other Transaction Documents to which Related Agreements (i) are within the Company is a party contemplated hereby corporate power and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors authority of the Company, and no other company or (ii) subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated herebyCompany. This Agreement has been, and on or prior to each of the Share Exchange ClosingRelated Agreements, when executed and delivered by the other Transaction Documents to which the Company is a party contemplated hereby Company, will be, duly and validly executed and delivered by the Company and this Company. This Agreement constitutes, and on or prior to each of the Share Exchange ClosingRelated Agreements, the other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. 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) On or 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 board of directors Shares will be validly issued, fully paid and nonassessable. At the Closing, no further approval or authority of the Company has duly adopted resolutions stockholders or the Board of Directors under the Delaware General Corporation Law (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"DGCL"), the Company and its stockholders, as applicable, and rules of the New York Stock Exchange (iithe "NYSE") authorizing and approving or the execution, delivery and performance 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 of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part and, when issued upon conversion of the Company or any Shares in accordance with the Series A Certificate of its shareholders to enter into this Agreement Designations or the documents to which Series B Certificate of Designations, as appropriate, will be validly issued, fully paid and nonassessable. At the Company is a party contemplated hereby Closing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and no further approval or to approve authority of the Transactionsstockholders or the Board of Directors under the DGCL, the rules of the NYSE or the consent of any other party, other than the Company Shareholder Approvalapproval of the NYSE and the Pacific Exchange, Inc. (the "PCX") of the listing of such shares of Common Stock on the NYSE and PCX, will be required for such issuance of Common Stock. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares or the issuance of shares of Common Stock issuable upon conversion of the Shares other than such rights held pursuant to the Goldman Governance Agreement, the Restated Governance Agreement and the Stockholders Agreement.

Due Authorization. (a) The Subject to any required approvals of the Bankruptcy Court, the Company has all shall have the requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to which it is a party contemplated hereby and (subject to shall have the approvals described in Section 5.5) requisite corporate power and authority to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares, the Warrants and the Commitment Shares by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the New Common Stock issuable upon conversion of the Series A Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the New Common Stock issuable upon exercise of the Warrants (the "Warrant Shares), and the consummation by the Company of the transactions contemplated hereby and thereby) (i) are within the corporate power and authority of the Company and (ii) upon confirmation of the Plan, shall have been duly authorized by all necessary corporate action of the Company. Subject to any required approvals of the Bankruptcy Court, this Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 shall be, duly and validly executed and delivered by the Company Company. Assuming due authorization, execution and delivery by each Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will shall constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . 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, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the board preemptive or other similar rights of directors the stockholders of the Company, (y) the Conversion Shares and the Warrant Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of the Preferred Stock Certificate of Designation and the Warrant Agreement, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company has duly adopted resolutions and (iz) determining that the Commitment Shares, when issued and delivered in accordance with the terms of this Agreement Agreement, shall be validly issued and the other Transaction Documents to which the Company is a party contemplated hereby outstanding, fully paid and the transactions contemplated hereby and thereby are advisable and fair tonon-assessable, and in not subject to the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the preemptive or other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part similar rights of the Company or any stockholders of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Company Each Seller has all requisite company or corporate power, (as applicable, the case may be) power and authority to execute and deliver enter into this Agreement and the other documents Related Agreements to which it such Seller is to be 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 thereunderand, if applicable, thereby. The execution execution, delivery and delivery performance of this Agreement by each Seller and the other Transaction Documents Related Agreements by each Seller which is to which the Company is be a party contemplated hereby thereto, and the consummation of the transactions contemplated hereby and thereby have by each Seller, has been duly and validly authorized and approved by the board of directors of the Company, each Seller and no other company or corporate action or proceeding on the part of the Company any Seller is necessary to authorize this Agreement Agreement, the Related Agreements to which such Seller is to be a party and the other Transaction Documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party transactions contemplated hereby will be, and thereby. Each Seller has duly and validly executed and delivered this Agreement 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. Assuming the due authorization, execution and delivery of this Agreement and the Related Agreements by the Company other parties hereto and thereto, 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, constitutes a legal, valid and binding obligation of each Seller and, upon execution and delivery of the CompanyRelated 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, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect that affect the enforcement of creditors’ rights generally and subject, as to enforceability, to general by equitable limitations on the availability of specific remedies and by principles of equityequity (collectively, “Enforceability Limitations”). (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Transaction Document to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.55.05 of the Company Disclosure Letter) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other such 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 CompanyCompany and, other than execution and delivery of the Company Stockholder Approval, no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other or such Transaction Documents to which or the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and on or prior to each such Transaction Document (when executed and delivered by the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby 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 constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents Document to which the Company is or will be a party contemplated hereby party, constitutes or will constitute, 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 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”). (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Other than the Company Stockholder Approval, each of Inpixon and the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) 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 documents to which each of Inpixon and 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 Board of directors Directors of each of Inpixon and 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 documents to which each of Inpixon and the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which each of Inpixon and the Company is a party contemplated hereby will be, duly and validly executed and delivered by each of Inpixon and the Company and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents 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, enforceable against each of Inpixon and the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, (i) the board Board of directors Directors of each of Inpixon and the Company has duly adopted resolutions (A) determining that it is in the best interests of each of Inpixon and the Company and its stockholders, and declaring advisable, to enter into this Agreement and the other documents to which each of Inpixon and the Company is a party contemplated hereby, and (B) approving the execution, delivery and performance by each of Inpixon and the Company of this Agreement and the other documents to which each of Inpixon and the Company is a party contemplated hereby and the transactions contemplated hereby and thereby and (ii) the Board of Directors of the Company has duly adopted resolutions (i) determining that recommending the adoption and approval of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebyCompany’s stockholders. No other corporate action is required on the part of Inpixon, the Company or any of its shareholders 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 Transactions, Merger other than the Company Shareholder Stockholder Approval. The Company Stockholder Approval will be duly and validly obtained in accordance with applicable Law (including the DGCL) and the Governing Documents of the Company upon the execution and delivery of the Company Stockholder Written Consent pursuant to the terms of this Agreement, and, when delivered, the Company Stockholder Written Consent will constitute the Company Stockholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents Ancillary Agreements to which it is a party contemplated hereby and (subject to receipt of the consents, approvals and authorizations and the other requirements described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors of the CompanyCompany 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 other Transaction Documents Ancillary Agreements to which the Company is a party contemplated herebyparty. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents 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 and is a party contemplated hereby by the other parties thereto) this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents 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 Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in likely to promote the best interests of, success of the Company and for the benefit of its stockholders, members as applicablea whole having regard (amongst other matters) to the matters referred to in section 172 of the Companies ▇▇▇ ▇▇▇▇, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebyTransactions. No other corporate action is required on the part of the Company or any of its shareholders the Company Investors to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than Exchange or the Company Shareholder ApprovalMergers.

Due Authorization. (a) The Company has all requisite company or corporate powerright, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents to which it is a party contemplated hereby Merger Agreement 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 thereunderthereby. The (a) execution and delivery by the Company of this Agreement, (b) issuance, sale and delivery of the Shares by the Company and (c) compliance by the Company with each of the provisions of this Agreement (i) are within the corporate power and the other Transaction Documents to which authority of the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby (ii) have been duly and validly authorized and approved by the board of directors all requisite corporate action 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. 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, been duly and validly executed and delivered by the Company Company, and (assuming this Agreement constitutes, constitutes a valid and on or prior to binding obligation of the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, Investor) this Agreement constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to limitations imposed by general principles of equity. (b) On or 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 board Shares will be validly issued, fully paid and nonassessable, free and clear of directors all Liens, and the issuance thereof will not be subject to any preemptive rights, right of first refusal or similar right. At the Closing, no further approval or authority of the Company has duly adopted resolutions stockholders or the Board of Directors under the Delaware General Corporation Law (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"DGCL"), the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part rules of the Company or any of its shareholders to enter into this Agreement New York Stock Exchange (the "NYSE") or the documents to which consent of any other party will be required for the Company is a party contemplated hereby or to approve issuance of the TransactionsShares, other than the Company Shareholder Approvalapproval of the NYSE of the listing of such shares of Common Stock on the NYSE. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute enter into this Agreement, to perform its obligations hereunder and, subject to the filings under Section 2.3, to consummate the Transactions, and deliver except for obtaining the Company Stockholder Approval, no other corporate actions or proceedings on the part of the Company or its stockholders shall be necessary to authorize this Agreement and the other documents to which it is a party contemplated hereby Transactions. The execution, delivery and (subject to performance by the approvals described Company of this Agreement, and, assuming the representations and warranties set forth in Section 5.5) to consummate the transactions contemplated hereby 5.9 are true 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 correct, the consummation by it of the transactions contemplated hereby and thereby Merger, have been duly and validly authorized and approved by the board Company Board and, assuming that the Merger is consummated in accordance with the DGCL, except for filing the Certificate of directors Merger with the Secretary of State of the CompanyState of Delaware pursuant to the DGCL, and no other company or corporate proceeding action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. 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 equityTransactions. (b) On or prior to The Company Board, after considering the date of this Agreement, the board of directors recommendation of the Company Special Committee, has duly adopted resolutions unanimously (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents consummation of the Transactions, (ii) determining that this Agreement and the Transactions are fair to which and in the best interests of the Company is a party contemplated hereby 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. 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 principles (the “Enforceability Exceptions”). (d) As of the date hereof and at all times on or prior to the Effective Time, the Company and the Company Board have taken all actions necessary so that the restrictions applicable to business combinations contained in Section 203 of the DGCL are, and will be, inapplicable to the execution, delivery and performance of this Agreement and the timely consummation of the Merger and the other transactions contemplated hereby and therebyhereby. No other corporate action is required on Takeover Law or similar provision of the part Organizational Documents of the Company and its Subsidiaries is, or any of its shareholders at the Effective Time will be, applicable to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve and the Transactions, other than the . The Company Shareholder Approvaldoes not have in effect any “poison pill,” stockholder rights plan or similar anti-takeover agreement or plan.

Due Authorization. (a) The Company has all requisite company or corporate powerright, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents to 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 thereunderhereby. The (a) execution and delivery by the Company of this Agreement, (b) issuance, sale and delivery of the Shares by the Company and (c) compliance by the Company with each of the provisions of this Agreement (i) are within the corporate power and the other Transaction Documents to which authority of the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby (ii) have been duly and validly authorized and approved by the board of directors all requisite corporate action 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. 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, been duly and validly executed and delivered by the Company Company, and (assuming this Agreement constitutes, constitutes a valid and on or prior to binding obligation of the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, Investors) this Agreement constitutes a legal, valid and binding obligation agreement of the Company, enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to limitations imposed by general principles of equity. (b) On or 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 board Shares will be validly issued, fully paid and nonassessable, free and clear of directors all Liens, and the issuance thereof will not be subject to any preemptive rights, right of first refusal or similar right. At the Closing, no further approval or authority of the Company has duly adopted resolutions stockholders or the Board of Directors under the Delaware General Corporation Law (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"DGCL"), the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part rules of the Company or any of its shareholders to enter into this Agreement New York Stock Exchange (the "NYSE") or the documents to which consent of any other party will be required for the Company is a party contemplated hereby or to approve issuance of the TransactionsShares, other than the Company Shareholder Approvalapproval of the NYSE of the listing of such shares of Common Stock on the NYSE. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares.

Due Authorization. (a) The Subject to the approval of the Reserved Issuances at the General Meeting, the Company has all requisite company or corporate powerthe full right, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents to 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 Transaction Documents and to perform all of and discharge its obligations hereunder therein; and thereunder. The execution and delivery of following such approval at the General Meeting, this Agreement and the other Transaction Documents to which and the performance by the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby its obligations therein will have been duly and validly authorized and approved by the board of directors of the Companyauthorized, 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. 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, have been 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 will constitute 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, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. . 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) On or prior to the date of this Agreement, the board of directors of that invest in companies with high growth potential which includes investments in small/mid cap equities; (iii) any institution that acts as a depository in connection with any offering by the Company has duly adopted resolutions 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) determining that to (ii) above or within the framework of the implementation of an equity or bond line and, within this Agreement framework, to subscribe to the securities so issued. The issuance and sale of the Securities as contemplated hereby and by the Pre-Funded Warrants and the Common Warrants will not be subject to, and will not violate, any preferential subscription rights (other Transaction Documents than those that have been fully and irrevocably waived). Except as set forth in the Company Reports, there are no securities or instruments issued by or to which the Company is a party 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 containing anti-dilution or similar provisions that will be triggered by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part issuance of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalSecurities at Closing that have not been fully and irrevocably waived.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to 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 thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares 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 transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all requisite corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. . 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) On or 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, will be duly authorized and validly issued and outstanding, fully paid and nonassessable free and clear of any Encumbrances and not subject to the board preemptive or other similar rights of directors any stockholders of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder (including the Company Recapitalization). The Company Stockholder Approval is the only approval by the Company’s stockholders necessary in connection with the consummation of the Merger under applicable Law (including the DGCL and the CCC) and the Company’s Governing Documents. The execution and delivery of this Agreement and the other Transaction Documents 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 Board of directors 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 documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange ClosingClosing and upon execution by the Company, the such other Transaction Documents 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 Share Exchange Closing, the other Transaction Documents 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 Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby (including the Company Recapitalization) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebythereby (including the Company Recapitalization). No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder Stockholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to 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 by Empire of this Agreement and each of the other Transaction Documents to which the Company it is a party contemplated hereby 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 and validly authorized and approved by all necessary corporate proceedings on the board part of directors of the Company, and no Empire. No other company or corporate proceeding on the part of the Company Empire is necessary to authorize approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transactions contemplated hereby and thereby. This Agreement and the other Transaction Documents to which the Company Empire is a party contemplated hereby. 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, have been duly and validly executed by Empire and delivered by constitute 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 obligations of the Company, Empire enforceable against the Company Empire in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and insolvency or other similar Laws laws of general application affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior The execution and delivery by Ma▇▇▇▇▇▇ ▇f this Agreement and each of the other Transaction Documents to the date of this Agreementwhich it is a party, the board performance by it of directors all the terms and conditions hereof and thereof to be performed by it and the consummation of the Company has transactions contemplated hereby and thereby have been duly adopted resolutions (i) determining that authorized and approved by all necessary corporate proceedings on the part of Ma▇▇▇▇▇▇. No other corporate proceeding on the part of Ma▇▇▇▇▇▇ ▇s necessary to approve and adopt this Agreement and each of the other Transaction Documents to which it is a party and to consummate the transaction contemplated hereby and thereby. This Agreement and the other Transaction Documents to which the Company is Ma▇▇▇▇▇▇ ▇s a party contemplated hereby have been duly and validly executed by Ma▇▇▇▇▇▇ ▇nd constitute the transactions contemplated hereby legal, valid and thereby are advisable binding obligations of Ma▇▇▇▇▇▇ ▇nforceable against Ma▇▇▇▇▇▇ ▇n accordance with their respective terms, subject to bankruptcy, insolvency or other similar laws of general application affecting creditors' rights and 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 general principles of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalequity.

Due Authorization. (a) The Each of the Company and Merger Sub has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.54.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company Board and validly authorized and approved by the board of directors of the CompanyMerger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.05, no other company or corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and the or any other Transaction Documents to which Agreements or the Company is a party contemplated herebyCompany’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which Agreement has been or will be (when executed and delivered by the Company is a party contemplated hereby will beor 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 constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement constitutes or will constitute, a legal, valid and binding obligation of the CompanyCompany or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the board of directors Company Board has unanimously (i) determined that it is in the best interests of the Company has duly adopted resolutions (i) determining that and the Company Shareholders, and declared it advisable, for the Company to enter into this Agreement and the other Transaction Documents 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 contemplated hereby and the transactions contemplated hereby Transactions, including the Mergers, the First Plan of Merger and thereby are advisable the Second Plan of Merger; and fair to(iii) adopted a resolution recommending to the Company Shareholders the approval of the Company Transaction Proposals. On or prior to the date of this Agreement, the Company Shareholder Approval was duly and validly obtained pursuant to the Written Consent. On or prior to the date of this Agreement, the board of directors of Merger Sub has unanimously (i) determined that it is in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of Merger Sub to enter into this Agreement and the other Transaction Documents Agreements to which Merger Sub is or will be a party and (ii) approved this Agreement, the Company other Transaction Agreements to which Merger Sub is or will be a party and the Transactions to which Merger Sub is a party contemplated hereby 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 transactions contemplated hereby other Transaction Agreements to which Merger Sub is or will be a party and thereby. No other corporate action the Transactions to which Merger Sub is a party, including the First Merger and the First Plan of Merger, in accordance with applicable Law and the Organizational Documents of Merger Sub. (c) The only approvals or votes required on from the part holders of the Company’s Equity Securities in connection with the consummation of the Transactions, including the Closing, and the approval of the Company or any Transaction Proposals are as set forth on Section 4.03(c) of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalDisclosure Letter.

Due Authorization. (a) The Each of the Company and Merger Sub has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and each Ancillary Agreement to which it is a party. Each of the other documents Company and Merger Sub has all requisite corporate power and authority to perform its respective obligations under this Agreement and each Ancillary Agreement to which it is a party 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 thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents Ancillary Agreements to which they are a party by each of the Company is a party contemplated hereby and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by all requisite action, including, in the board case of directors of Merger Sub, the CompanyWritten Consent, and no other company corporate or corporate equivalent proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and or the other Transaction Documents to which Ancillary Agreements or the Company is a party contemplated herebyCompany’s or Merger Sub’s performance hereunder or thereunder. This Agreement and each Ancillary Agreement has been, and on been 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 each of the Company and Merger Sub and, assuming due authorization and execution by each other parties hereto and thereto, 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 each such Ancillary Agreement will constitute, a legal, valid and binding obligation of each of the CompanyCompany and Merger Sub, enforceable against each of the Company and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, The Company Board and the board of directors of the Company has Merger Sub, by resolutions duly adopted resolutions (i) determining that at a meeting duly called and held and not subsequently rescinded or modified in any way, has approved, as applicable, this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby Ancillary Agreements and the transactions contemplated hereby and thereby. No other corporate action is required on , including the part Merger and the issuance of the Company or any Class A Common Stock to the Pubco Stockholders. The Company has delivered to Pubco a true and complete copy of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalWritten Consent.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents to which it is a party contemplated hereby and (Related Agreements, and, subject to obtaining the approvals described in Section 5.5) Stockholder Approval, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement, the Related Agreements, and the compliance by the Company with each of the provisions of this Agreement and the other Transaction Documents to which Related Agreements (i) are within the Company is a party contemplated hereby corporate power and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors authority of the Company, and no other company or (ii) subject to obtaining the Stockholder Approval, have been duly authorized by all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated herebyCompany. This Agreement has been, and on or prior to each of the Share Exchange ClosingRelated Agreements, when executed and delivered by the other Transaction Documents to which the Company is a party contemplated hereby Company, will be, duly and validly executed and delivered by the Company and this Company. This Agreement constitutes, and on or prior to each of the Share Exchange ClosingRelated Agreements, the other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. 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) On or 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 board of directors Shares will be validly issued, fully paid and nonassessable. At the Closing, no further approval or authority of the Company has duly adopted resolutions stockholders or the Board of Directors under the Delaware General Corporation Law (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"DGCL"), the Company and its stockholders, as applicable, and rules of the New York Stock Exchange (iithe "NYSE") authorizing and approving or the execution, delivery and performance 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 of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part and, when issued upon conversion of the Company or any Shares in accordance with the Series A Certificate of its shareholders to enter into this Agreement Designations or the documents to which Series B Certificate of Designations, as appropriate, will be validly issued, fully paid and nonassessable. At the Company is a party contemplated hereby Closing, the shares of Common Stock issuable upon conversion of the Shares at the initial conversion price will be reserved for issuance, and no further approval or to approve authority of the Transactionsstockholders or the Board of Directors under the DGCL, the rules of the NYSE or the consent of any other party, other than the Company Shareholder Approvalapproval of the NYSE and the Pacific Exchange, Inc. (the "PCX") of the listing of such shares of Common Stock on the NYSE and PCX, will be required for such issuance of Common Stock. No preemptive rights or other rights to subscribe for or purchase securities exist with respect to the issuance and sale of the Shares or the issuance of shares of Common Stock issuable upon conversion of the Shares other than such rights held pursuant to the Goldman Governance Agreement, the Restated Goldman Governance Agreement and the Stockholders Agreement.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, full power and authority to execute and deliver enter into this Agreement and the other documents Related Agreements to 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 thereunderthereby. 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. 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 and the other Transaction Documents Related Agreements to which the Company it is a party contemplated hereby have been duly and validly approved by the managers, members, and equityholders of the Company, and no other actions or proceedings on the part of the Company are necessary to authorize this Agreement, the Related Agreements or the transactions contemplated hereby and thereby. No other corporate action is required on The Company has duly and validly executed and delivered this Agreement and the part Related Agreements. This Agreement and the Related Agreements of the Company constitute (assuming, in each case, due execution and delivery by Parent, Purchaser and the other entities party thereto) 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 any similar laws in effect which affect the enforcement of its shareholders creditors' rights generally and by equitable limitations on the availability of specific remedies. (b) Each Seller and each Corporation has full power and authority to enter into this Agreement or and the documents Related Agreements to which the Company it is a party and to consummate the transactions contemplated hereby and thereby. Each Seller and each Corporation has duly and validly executed and delivered this Agreement and the Related Agreements to which it is a party. This Agreement and the Related Agreements to which each Seller and each Corporation is a party constitute (assuming, in each case, due execution and delivery by Parent, Purchaser and the other entities party thereto) legal, valid and binding obligations of such Seller or to approve Corporation, 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 which affect the Transactions, other than enforcement of creditors' rights generally and by equitable limitations on the Company Shareholder Approvalavailability of specific remedies.

Due Authorization. (a) The Company has all requisite company or right, corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to 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 thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance and delivery of the New Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the transactions contemplated hereby and thereby) (a) are within the corporate power and authority of the Company, and (b) have been duly authorized by all necessary corporate action of the Company. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. . The Conversion Shares have been validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series D Preferred Stock and the Series E Preferred Stock will be as set forth in the Certificate of Designation for the Series D Preferred Stock and the Certificate of Designation for the Series E Preferred Stock (b) On or prior to the date of this Agreementcollectively, the board "Certificates of directors Designation"), the forms of the Company has duly adopted resolutions (i) determining that which are attached to this Agreement as Exhibits 2.2A and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval2.

Due Authorization. (a) The Other than the Company Shareholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The Company Shareholder Approval is the only approval by the Company’s shareholders necessary in connection with the consummation of the Merger under applicable Law (including the Cayman Act) and the Company’s Governing Documents. The execution and delivery of this Agreement and the other Transaction Documents 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 Board of directors 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 documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents 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 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 Board of directors Directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents 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 stockholdersshareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder Approval.

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

Due Authorization. Each of the Company and Merger Sub has all requisite corporate power and authority to: (a) The Company has all requisite company or corporate powerexecute, as applicable, deliver and authority to execute and deliver perform this Agreement and the other documents Transaction Agreements to which it is a party contemplated hereby party; and (subject to b) carry out the approvals described in Section 5.5) Company’s and M▇▇▇▇▇ Sub’s respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby by the Transaction Agreements to which they are a party (including the Merger), in each case, subject to the Merger Sub Shareholder Approval and thereby consents, approvals, authorizations and to perform all of its obligations hereunder and thereunderother requirements described in Section 3.5. The execution and delivery by each of the Company and Merger Sub of this Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby and the consummation by each of the transactions contemplated hereby Company and thereby Merger Sub of the Transactions have been or will be duly and validly authorized and approved by all requisite action, including the approval by the respective board of directors of the CompanyCompany and Merger Sub, the Company Shareholders and the Merger Sub Shareholder Approval, as required by Applicable Law, and, other than the consents, approvals, authorizations and other requirements described in Section 3.5, no other company or corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement. This Agreement and the other Transaction Documents Agreements to which the Company and/or Merger Sub is a party contemplated hereby. 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, have been duly and validly executed and delivered by each of the Company and/or Merger Sub and (assuming 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, constitutes a legal, valid and binding obligation of SPAC) constitute the Companylegal, valid and binding obligation of the Company and/or Merger Sub (as applicable), enforceable against the Company and/or Merger Sub (as applicable) in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. equity (b) On or prior to the date of this Agreementcollectively, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval“Remedies Exception”).

Due Authorization. (a) The As of the date of this Agreement, the Company has obtained the Company Advance Shareholder Approval. Other than the Company Requisite Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to this Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.05 and the Company Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby such 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 Company Board and upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Ancillary Agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. 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 each such Ancillary Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, 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, as applicable, 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 . The Company Advance Shareholder Approval and the Company Requisite Approval are the only votes of the holders of any class or prior to series of shares in the date of this Agreement, the board of directors capital of the Company has duly adopted resolutions (i) determining that required to approve and adopt this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Each Target Company has all requisite limited liability company or corporate power, as applicable, and authority to execute and deliver this Agreement, and each member of the Target Company Group that is or will be a party to the Ancillary Agreements has, or following the Reorganization will have, all requisite limited liability company, corporate or partnership power, as applicable, and authority to execute and delivery such Ancillary Agreement and the other documents to which it such member of the Target Company Group is or will be a party contemplated hereby party, and to consummate the transactions hereunder and thereunder and (subject to receipt of the consents, approvals ​ ​ ​ and authorizations and the other requirements described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder. The Requisite Target Company Equityholder Approval is the only vote or approval of holders of any class, series or type of equity securities of the Target Companies necessary to adopt this Agreement and any Ancillary Agreement or to approve the transactions contemplated hereby and thereby, and the execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which any member of the Target Company Group is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby hereunder and thereby thereunder have been duly and validly authorized and approved by the board of directors of the Companynecessary governing bodies and equityholders, as applicable, and no other company limited liability company, corporate or corporate partnership proceeding on the part of any member of the Target Company Group is necessary to authorize the execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which any member of the Target Company Group is or will be a party contemplated herebyparty. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents Ancillary Agreements to which any member of the Target Company Group is or will be a party contemplated hereby will be, duly and validly executed and delivered by applicable member of the Target Company Group, and (assuming due authorization, execution and delivery of this Agreement by the other Parties and of the Ancillary Agreement to which any member of the Target Company Group is or will a party by the other parties thereto) this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents Ancillary Agreements to which any member of the Target Company Group is or will be a party contemplated hereby will constitute, a legal, valid and binding obligation of the Companyapplicable member of the Target Company Group, enforceable against such member of the Target Company Group in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other 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 each Target Company Board has duly adopted resolutions a consent (i) determining that this Agreement and the other Transaction Documents Ancillary Agreement to which any member of the Target Company Group is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Target Companies and the Target Company and its stockholders, as applicableEquityholders, and (ii) authorizing and approving the execution, delivery and performance by the Company Target Companies of this Agreement and the other Transaction Documents Ancillary Agreements to which any member of the Target Company Group is or will be a party contemplated hereby and the transactions contemplated hereby and thereby. No other limited liability company or corporate action action, as applicable, is required on the part of the Company or any of its shareholders the Target Companies to enter into this Agreement or the documents Ancillary Agreements to which either of the Company Target Companies is or will be a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvaltransactions contemplated hereby or thereby.

Due Authorization. (a) The Subject to the approvals described in Section 4.05, the Company has all requisite company or corporate powerpower and authority, including written approval of (i) the holders of a majority of the voting power of the outstanding shares of the Company Common Stock, (ii) the holders of a majority of the voting power of the outstanding shares of the Series A Preferred (on an “as applicableconverted basis”) voting separately as a class, and authority (iii) the holders of a majority of the voting power of the outstanding shares of the Series AA Preferred (on an “as converted basis”) voting separately as a class, ((i), (ii) and (iii), together, the “Company Requisite Approval”), to execute and deliver this Agreement and the other documents each Ancillary Agreement to this Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby such 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 CompanyCompany Board and Company Stockholders, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such Ancillary Agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. 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 each such Ancillary Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, 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, as applicable, 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 and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company Parent has all requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and the other documents Outsourcing Agreement, to which it is a party contemplated hereby issue the Warrants 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 thereunderthereby. The execution and delivery of this Agreement and the other Transaction Documents to which Outsourcing Agreement, the Company is a party contemplated hereby issuance of the Warrants and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by all necessary corporate action on the board part of directors Parent, subject only to the approval by Parent's stockholders of the Companyissuance of Common Stock pursuant to this Agreement and the Warrants. The affirmative vote of the holders of a majority in interest of the stock present or represented by proxy at the Parent stockholders' meeting (the "PARENT STOCKHOLDERS' MEETING") is sufficient for Parent's stockholders to approve the issuance of Common Stock pursuant to this Agreement and the Warrants, and no other company or corporate proceeding on approval of any holder of any securities of Parent is required in connection with the part consummation of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party transactions contemplated hereby. 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, Outsourcing Agreement have each been duly and validly executed and delivered by Parent and, subject to approval of Parent stockholders in the Company and case of this Agreement constitutesand the issuance of the Warrants and, assuming the due authorization, execution and on or prior to delivery by Novation, HPPI, VHA and UHC, as applicable, constitute 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 obligations of the CompanyParent, enforceable against the Company Parent in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium except as enforceability may be limited by bankruptcy and other similar Laws laws affecting creditors’ the rights of creditors generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date The execution and delivery of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the Outsourcing Agreement by Parent does not, and the performance of this Agreement and the Outsourcing Agreement by Parent will not, (i) conflict with or violate the Parent Charter Documents, (ii) subject to obtaining the Parent Stockholder Approvals and compliance with the requirements set forth in Section 3.4(c), conflict with or violate any law, rule, regulation, order, judgment or decree applicable to Parent or by which any of their respective properties is bound or affected, or (iii) result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair Parent's rights or alter the rights or obligations of any third party under, or give to others any rights of termination, amendment, acceleration or cancellation of; or result in the creation of an Encumbrance on any of the properties or assets of Parent pursuant to, any note, bond, mortgage, indenture, contract, agreement, lease, license, permit, franchise or other Transaction Documents instrument or obligation to which the Company Parent is a party contemplated hereby or by which Parent or any of its properties are bound or affected, except, in the case of clauses (ii) and (iii), for such conflicts, violations, breaches, defaults, impairments, or rights which, individually or in the aggregate, would not have a Material Adverse Effect on Parent. Part 3.4(b) of the Parent Disclosure Letter lists all consents, waivers and approvals under any of Parent's or any of its subsidiaries' agreements, contracts, licenses or leases required to be obtained in connection with the consummation of the transactions contemplated hereby and thereby are advisable and fair tohereby, and which, if individually or in the best interests aggregate not obtained, would have a Material Adverse Effect on Parent. (c) No consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or commission or other governmental entity or instrumentality, foreign or domestic ("GOVERNMENTAL ENTITY") is required to be obtained or made by Parent in connection with the Company execution and its stockholdersdelivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as applicablemay be required under applicable federal, foreign and state securities (or related) laws and the HSR Act and the securities or antitrust laws of any foreign country, and (ii) authorizing such other consents, authorizations, filings, approvals and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to registrations which the Company is if not obtained or made would not have a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required Material Adverse Effect on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.Parent

Due Authorization. (a) The Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power, as applicable, and authority to (i) execute and deliver this Agreement and each of the other documents to which it is a party contemplated hereby and Ancillary Agreements, (ii) subject to the approvals described in Section 5.5) to 4.7 of the Company Disclosure Letter, consummate the transactions contemplated hereby and thereby and to (iii) perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents documents contemplated hereby 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 herebyBoard. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents contemplated hereby 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 documents contemplated hereby to which the Company is a party contemplated hereby will constitute, assuming 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 equityequity (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the board of directors of the Company Board has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents documents contemplated hereby 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 stockholdersthe Company Stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents contemplated hereby to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebythereby and (iii) recommending the adoption and approval of this Agreement and the other documents contemplated hereby to which the Company is a party and the transactions contemplated hereby and thereby by the Company Stockholders. No Other than the Company Stockholder Approval, no other corporate action is required on the part of the Company or any of its shareholders the Company Stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalMerger.

Due Authorization. (a) The Subject to receipt of the Company Shareholder Approval, each of the Company and Merger Sub has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.05) 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 documents to which the Company is a and/or Merger Sub are party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board respective boards of directors of the CompanyCompany and Merger Sub and by the Company as the sole stockholder of Merger Sub, and no other company or corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a and/or Merger Sub are party contemplated herebyhereby other than the Company Shareholder Approvals. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents documents contemplated hereby to which the Company is a and/or Merger Sub are party contemplated hereby will be, duly and validly executed and delivered by the Company and/or Merger Sub, as applicable, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company and/or Merger Sub is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of the CompanyCompany and/or Merger Sub, as applicable, enforceable against the Company and/or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board Board of directors Directors of the Company has duly adopted resolutions unanimously (i) determining that this Agreement and Agreement, the other Transaction Documents to which the Company is a party contemplated hereby 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, as applicable, the Company’s shareholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and Agreement, the other Transaction Documents Ancillary Agreements to which the Company it is a party contemplated hereby and the transactions contemplated hereby and therebythereby (including the Merger). On or prior to the date of this Agreement, the Board of Directors of Merger Sub has duly adopted resolutions unanimously (i) determining that this Agreement, the Ancillary Agreements to which it is a party, and the transactions contemplated hereby and thereby (including the Merger) are advisable and fair to, and in the best interests of, Merger Sub and Merger Sub’s stockholders and (ii) authorizing and approving the execution, delivery and performance by Merger Sub of this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby (including the Merger). Certified copies of the resolutions described in this Section 4.03(b) will be provided to SPAC upon SPAC’s request. No other corporate action is required on the part of the Company or Merger Sub or any of its shareholders their respective stockholders to enter into this Agreement or the documents to which the Company is a and/or Merger Sub are party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder ApprovalApprovals.

Due Authorization. (a) The Company Each of Acquiror and Merger Sub has all requisite limited liability company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to 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 thereunderTransactions. The execution and delivery of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby consummation by Acquiror and the consummation ▇▇▇▇▇▇ Sub of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board sole member of directors each of the CompanyAcquiror and Merger Sub, and no other company or corporate proceeding on the part of the Company Acquiror or Merger Sub is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated herebyAgreement. 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, been duly and validly authorized, executed and delivered by each of Acquiror and Merger Sub and, assuming the Company due and valid authorization, execution and delivery of this Agreement constitutes, and on or prior to the Share Exchange Closing, by the other Transaction Documents to which the Company is a party contemplated hereby will constituteparties hereto, this Agreement constitutes a legal, valid and binding obligation of the Companyeach of Acquiror and Merger Sub, enforceable against the Company Acquiror and Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors Remedies Exception. Each of the Company has duly adopted resolutions (i) determining that Ancillary Documents or other agreements related to this Agreement and the other Transaction Documents to which the Company Acquiror and Merger Sub is or will be a party contemplated hereby has been or will be duly and the transactions contemplated hereby validly authorized, executed and thereby are advisable and fair to, and in the best interests of, the Company and its stockholdersdelivered by Acquiror or Merger Sub, as applicable, and (ii) authorizing assuming the due and approving the executionvalid authorization, execution and delivery and performance of each such agreement by the Company other parties thereto, constitutes or will constitute a legal, valid and binding obligation of this Agreement and Acquiror or Merger Sub, as applicable, enforceable against the other Transaction Documents Acquiror or Merger Sub, as applicable, in accordance with its terms, subject to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalRemedies Exception.

Due Authorization. (a) The Company Such SIM Seller has all requisite company or corporate power, as applicable, power and authority (or, if an individual, the legal capacity) to execute and deliver this Agreement and the other documents Ancillary Agreements to which it is or will be a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which the Company such SIM Seller is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been or will be, upon execution thereof, as applicable, duly and validly authorized and approved by the board of directors of the Companyall requisite action by such SIM Seller, and no other company or corporate proceeding on the part of the Company such SIM Seller is necessary to authorize the entry into this Agreement and by such SIM Seller or the other Transaction Documents entry into the Ancillary Agreements to which the Company such SIM Seller is or will be a party or the transactions contemplated herebyhereby or thereby. This Agreement has been, and on or prior to upon its execution and delivery, each of the Share Exchange Closing, the other Transaction Documents Ancillary Agreements to which the Company such SIM Seller is or will be a party contemplated hereby will be, duly and validly executed and delivered by such SIM Seller and, assuming due execution by the Company and other parties hereto or thereto, this Agreement constitutes, and on or prior to upon its execution and delivery, each of the Share Exchange Closing, the other Transaction Documents Ancillary Agreements to which the Company such SIM Seller is or will be a party contemplated hereby will constitute, a legal, valid and binding obligation of the Companysuch SIM Seller, enforceable against the Company such SIM Seller in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Transaction Agreement to which it is a party contemplated hereby and (subject to obtaining the Requisite Company Approval and the approvals described in Section 5.54.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby 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, Company Board and no other company or corporate proceeding on the part of the Company (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 the other each Transaction Documents Agreement to which the Company is a party contemplated hereby. This Agreement has been, (when executed and on or prior to delivered by the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby 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 constitutes, and on or prior to each such Transaction Agreement (when executed and delivered by the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby Company) 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 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 (b) On or 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 board Transaction Agreements or the other Transactions. To the knowledge of directors the Company, no other state takeover statute is applicable to the Merger or the other Transactions. The approval of the Company has duly adopted resolutions Minimum Holders (ithe “Requisite Company Approval”) determining that is the only vote of the holders of any class or series of Company Capital Stock required to approve and adopt this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and approve the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalhereby.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each ancillary agreement to this Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.05 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 hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby such 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 Company Board and upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and or such ancillary agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany's performance hereunder or thereunder. 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 each such ancillary agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, 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, as applicable, 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 . The Company Requisite Approval is the only vote of the holders of any class or prior to the date series of this Agreement, the board of directors capital stock of the Company has duly adopted resolutions (i) determining that required to approve and adopt this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and approve the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalhereby.

Due Authorization. (a) The Each Company Party has all the requisite limited liability company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Transaction Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.05 and upon receipt of the Required ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Member Approval or the Required ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Member Approval, as applicable) to perform all obligations to be performed by it hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderby the Transaction Agreements. The execution execution, delivery and delivery performance of this Agreement and the other such Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the managers or the board of directors managers (or equivalent governing body) of each Company Party and, except for the CompanyRequired ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Member Approval or the Required ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Member Approval, and as applicable, no other limited liability company or corporate proceeding on the part of the either Company Party is necessary to authorize this Agreement and the other or any Transaction Documents to which the Agreement or either Company is a party contemplated herebyParty’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the other each such Transaction Documents to which the Agreement (when executed and delivered by each Company is a party contemplated hereby Party) will be, duly and validly executed and delivered by the such Company Party and, assuming due and valid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the other each such Transaction Documents to which the Company is a party contemplated hereby Agreement will constitute, a legal, valid and binding obligation of the Companysuch Company Party, enforceable against the such Company Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). The ▇▇▇▇▇▇▇▇▇▇▇▇. (b) On ▇▇▇ Member Approval and the Required ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Member Approval are the only vote of the holders of any class or prior series of Equity Securities of the Company Parties required to approve and adopt the date of this AgreementTransaction Agreements and approve the transactions contemplated thereby. At a meeting duly called and held, or by written consent, the managers or the board of directors managers (or equivalent governing body) of the each Company Party has duly adopted resolutions unanimously: (i) determining determined 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, advisable and in the best interests of, of such Company Party’s respective members; (ii) approved the Company transactions contemplated by this Agreement; and (iii) recommended to its stockholdersrespective members that they adopt this Agreement and approve each of the matters requiring ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Member Approval or the Required ▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇ Member Approval, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is, or is contemplated to be, a party contemplated hereby and (subject to receipt of the approvals Company Stockholder Approval and the Governmental Authorizations described in clauses (a) and (b) of Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and the other Transaction Documents each Ancillary Agreement to which the Company is, or is contemplated to 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 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 herebyBoard. This Agreement has been, and on or prior to each of the Share Exchange Closing, the other Transaction Documents Ancillary Agreements to which the Company is, or is contemplated to be, a party contemplated hereby has been or will be, as applicable, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents each Ancillary Agreement to which the Company is, or is contemplated to be, a party contemplated hereby constitutes or, upon execution prior to the Closing, as applicable, will constitute, a legal, valid and binding obligation of the CompanyCompany (assuming, in each case, the due and valid execution and delivery by each of the other parties thereto), 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. Company Securityholder Support Agreements have been executed and delivered to Acquiror by the Requisite Company Stockholders. (b) On or prior Prior to the Company’s execution and delivery of this Agreement, the Company Board has taken the Company Board Actions, and, as of the date of this Agreement, the board of directors none of the Company Board Actions 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 tobeen rescinded, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebywithdrawn or modified. No other corporate action is required on the part of the Company or any of its shareholders stockholders to enter into this Agreement or the documents Ancillary Agreements to which the Company is, or is contemplated to be, a party contemplated hereby or to approve the TransactionsMerger, the Company Conversion or other transactions contemplated hereby, except for the Company Stockholder Approval. (c) The affirmative votes or written consents of (i) Persons holding more than 50% (on an as-converted basis) of the voting power of the Company Stockholders, (ii) Persons holding more than 50% of outstanding shares of Company Series A Preferred Stock voting as a separate class and (iii) the Requisite Convertible Notes Holders (other than such holders that have executed Existing Note Conversions) (the “Company Stockholder Approval”) are the only votes or consents of any of the holders of any class or series of capital stock of the Company Shareholder Approvalrequired to approve and adopt this Agreement and approve the Merger and the other transactions contemplated hereby (including the Company Conversion). (d) To the knowledge of the Company, the Warrantholder Exercises received as of the date hereof constitute the binding agreement of each holder of Company Warrants to exercise such holder’s Company Warrants in whole prior to the Merger Effective Time in accordance with the terms of Section 4.4. (e) To the knowledge of the Company, the Noteholder Conversions received as of the date hereof constitute the binding agreement of the Requisite Convertible Notes Holders to convert the aggregate outstanding amounts under such holders’ respective Company Convertible Notes, including all outstanding principal and interest accrued thereof, into shares of Company Common Stock prior to the Merger Effective Time in accordance with the terms of Section 4.5 (except, to the extent agreed by the Parties, as provided in the Noteholder Conversions).

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, execution and authority to execute delivery by the Borrower and deliver each Guarantor of this Agreement and the Notes, the execution and delivery by each of the Borrower and, if applicable, its Subsidiaries of the Collateral Documents and the other documents Loan Documents, in each case, to which it is or is to be a party contemplated hereby party, the performance by each of the Borrower and (subject to the approvals described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all each of its Subsidiaries of its obligations hereunder and thereunder. The execution , the granting of the Security Interests provided for in the Collateral Documents and delivery of this Agreement all Loans obtained hereunder by the Borrower and its Subsidiaries, and the other Transaction Documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Indebtedness hereunder have been duly and validly authorized and approved by all necessary corporate action, do not (except for a report on Form 8-K or similar report by the board Borrower, any necessary blue sky filings, and other filings, recordings, registrations, approvals and consents which have been already made or obtained) require any filing or registration with or approval or consent of directors any governmental agency or authority, any creditor or any stockholder, do not and will not conflict with, result in any violation of, or constitute any default under (a) any provision of the Companycertificate of incorporation, and no other company by-laws or corporate proceeding on the part similar organizational or governance document of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. 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 and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company Borrower or any of its shareholders Subsidiaries, (b) any material agreement or other material Instrument binding upon or applicable to enter into this Agreement the Borrower or any of its Subsidiaries or the documents property of the Borrower or any of its Subsidiaries or (c) any present law or governmental regulation or court decree or order applicable to which the Company is a party contemplated hereby Borrower or any of its Subsidiaries or the property of the Borrower or any of its Subsidiaries, and will not result in or require the creation or imposition of any Security Interest in any of their respective properties pursuant to the provisions of any agreement (excluding, however, the Security Interests created or to approve be created by the Transactions, Collateral Documents) or other than Instrument binding upon or applicable to the Company Shareholder ApprovalBorrower or any of its Subsidiaries or the property of the Borrower or any of its Subsidiaries.

Due Authorization. (a) The Company H▇▇▇▇▇ has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly duly, validly and validly unanimously authorized and approved by the board of directors of the Company, Hepion and no other company corporate or corporate equivalent proceeding on the part of the Company Hepion is necessary to authorize this Agreement and the or such other Transaction Documents to which Agreements or H▇▇▇▇▇’s performance hereunder or thereunder (except that the Company Hepion Stockholder Approval is a party contemplated herebycondition to the consummation of the Merger). This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement (when executed and delivered by H▇▇▇▇▇) will be, duly and validly executed and delivered by the Company H▇▇▇▇▇ and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement will constitute, constitute a legal, valid and binding obligation of the CompanyHepion, enforceable against the Company each Hepion 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 equitythe Enforceability Exceptions. (b) On The only approvals or prior to votes required from the date holders of Hepion’s Equity Securities in connection with the entry into this AgreementAgreement by H▇▇▇▇▇, the consummation of the Transactions, including the Closing, and the approval of the Hepion Transaction Proposals are as set forth on Schedule ‎5.02(b). (c) At a meeting duly called and held, the board of directors of the Company H▇▇▇▇▇ has duly adopted resolutions unanimously: (i) determining determined that this Agreement and the other Transaction Documents Transactions are fair 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 ofof Hepion and H▇▇▇▇▇’s shareholders, the Company and its stockholders, as applicable, and (ii) authorizing approved the Transactions and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents (iii) resolved to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part recommend that H▇▇▇▇▇’s stockholders approve each of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalHepion Transaction Proposals.

Due Authorization. Each Shareholder and Seller represents and warrants that (a) The Company has all requisite company or corporate power, as applicable, i)they have full power and authority to execute enter into and deliver perform this Agreement and the each other documents agreement, instrument, and document required to which it is a party contemplated hereby be executed by them in connection herewith; (ii)the execution, delivery, 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 performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby agreements, instruments, and the consummation of the transactions contemplated hereby and thereby documents have been duly and validly authorized and approved by the board all necessary action 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. This Seller; (iii)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, been duly and validly executed and delivered by the Company Seller and this Agreement constitutesthe Shareholders, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is constitutes a party contemplated hereby will constitute, a legal, valid and binding obligation of Seller and the Company, Shareholders enforceable against the Company them in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyanceconservatorship, reorganizationreceivership and other similar laws of general application affecting the rights and remedies of creditors; (iv)the execution, moratorium delivery, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date performance of this Agreement, and each other agreement, instrument and document required herein to be executed by Seller and/or the board Shareholders does not (a) cause any of directors them to violate any federal, state, county, or local law, rule, or regulation applicable to them, (b)cause Seller or any Shareholder to violate, or conflict with or permit the cancellation of, any agreement to which Seller or Shareholder is a party, or by which they or any of their respective properties are bound, or result in the creation of any lien, security interest, charge, or encumbrance upon any of such properties, (c) permit the acceleration of the Company has duly adopted resolutions maturity of any indebtedness of, or indebtedness secured by the property of, any Shareholder or Seller, or (id) determining that this Agreement and the other Transaction Documents cause Seller or any Shareholder to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair toviolate, and in the best interests or conflict with any provision of, the Company and its stockholders, as applicable, documents creating or governing the Shareholder; and (iiv) authorizing and approving no action, consent, waiver or approval of, or filing with, any governmental authority is required by any Shareholder or Seller in connection with the execution, delivery and delivery, or performance by the Company of this Agreement (or any agreement or other document executed in connection herewith by such Shareholder or Seller). Notwithstanding anything in this Agreement to the contrary, each Shareholder is making the representations in this Section 3.3 as to themselves only (and the other Transaction Documents as to which the Company Seller where applicable) and is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part not making any representation or warranty with respect to any of the Company or matters addressed in this Section 3.3 relating to any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalShareholder.

Due Authorization. (a) The Other than the Member Approvals in the case of Company Holdco, each of the Company Parties has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents Ancillary Agreements to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) 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 applicable Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by each of the board Boards of directors Directors of Company Holdco and the Company and Company Holdco as the sole stockholder of the Company, and no other company or corporate proceeding on the part of the Company Parties is necessary to authorize this Agreement and the applicable Ancillary Agreements (other Transaction Documents to which than the Company is a party contemplated herebyMember Approvals). 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 applicable Ancillary Agreements will be, duly and validly executed and delivered by each of the Company Parties 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 each applicable Ancillary Agreement will constitute, a legal, valid and binding obligation of the Companyeach Company Party, enforceable against the each Company Party 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, each of the board Boards of directors Directors of Company Holdco and 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 applicable Ancillary Agreements, and the transactions contemplated hereby and thereby thereby, including the Merger and the Pre-Closing Restructuring, are advisable and fair to, and in the best interests of, Company Holdco and its members and the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by Company Holdco and the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby applicable Ancillary Agreements, and the transactions contemplated hereby and thereby, including the Merger and the Pre-Closing Restructuring. No other company or corporate action is required on the part of Company Holdco or any of its members or the Company or any of its shareholders stockholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby applicable Ancillary Agreements, or to approve the TransactionsMerger and the Pre-Closing Restructuring other than, other than in the case of Company Shareholder ApprovalHoldco, the Member Approvals.

Due Authorization. Each of the Company, PubCo and Merger Sub has all requisite corporate power and authority to: (a) The Company has all requisite company or corporate powerexecute, as applicable, deliver and authority to execute and deliver perform this Agreement and the other documents Transaction Agreements to which it is a party; and (b) carry out its respective obligations hereunder and thereunder and to consummate the transactions contemplated by the Transaction Agreements to which it is a party contemplated hereby (including, if and (as applicable, the Merger and the Share Exchange), in each case, subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder4.5. The execution and delivery by each of the Company, PubCo and Merger Sub of this Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby and the consummation by it of the transactions contemplated hereby and thereby Transactions have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized and approved by all requisite actions, including approval by the respective board of directors (or sole director, as applicable) of the Company, PubCo and Merger Sub and the Merger Sub Stockholder Approval, as required by Applicable Law, no other company or corporate proceeding on the part of the Company Company, PubCo or Merger Sub is necessary to authorize this Agreement. This Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby. This Agreement has beenhave been (or, and on or prior for the Transaction Agreements to the Share Exchange be executed at 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 each of the Company, PubCo and Merger Sub and (assuming this Agreement constitutesand such other Transaction Agreements constitute (or, and on or prior for the Transaction Agreements to the Share Exchange be executed at Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, ) a legal, valid and binding obligation of the other Parties hereto and thereto) constitute (or, for the Transaction Agreements to be executed at Closing, will constitute) the legal, valid and binding obligation of each of the Company, PubCo and Merger Sub (as applicable) enforceable against the Company Company, PubCo and Merger Sub (as applicable) in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (whether considered in a proceeding at law or in equity. ) (b) On or prior to the date of this Agreementcollectively, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval“Remedies Exception”).

Due Authorization. (a) The Subject to the receipt of the Company Shareholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents Ancillary Agreements to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby Transactions and to perform all of its obligations hereunder and thereunder. The execution and delivery of this Agreement and the other Transaction Documents Ancillary Agreements to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors of the CompanyCompany Board, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents Ancillary Agreements to which the Company is a party contemplated herebyother than the Company Shareholder Approval and the approvals described in Section 4.5. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents Ancillary Agreements to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company Company, and this Agreement constitutes, assuming the due authorization, execution and delivery by the other parties hereto, and on or prior to the Share Exchange Closing, the other Transaction Documents Ancillary Agreements 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 Board has duly adopted resolutions by the requisite vote of the Company Board (i) determining that this Agreement Agreement, the Ancillary Agreements and the other Transaction Documents to which Transactions (including the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Merger) are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, the Company Shareholders and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement Agreement, the Ancillary Agreements and the other Transaction Documents to which Transactions (including the Company is a party contemplated hereby and the transactions contemplated hereby and therebyMerger). No other corporate action is required on the part of the Company or any of its their respective shareholders to enter into this Agreement or the documents Ancillary Agreements to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder ApprovalShareholders Approvals.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is or will be a party contemplated hereby party, to perform its obligations hereunder and (thereunder and, subject to obtaining the approvals described in Section 5.5) 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 hereby and thereby thereby. All corporate action on the part of each of the Rumble Companies and to perform all of its obligations hereunder their respective directors, officers and thereunder. The shareholders necessary for the (a) authorization, execution and delivery by the Company of this Agreement and the other Transaction Documents Ancillary Agreements to which the Company it is or will be a party contemplated hereby and the party, (b) consummation of the transactions contemplated hereby Transactions and thereby have been duly and validly authorized and approved by the board (c) performance of directors all of the Company’s obligations hereunder or thereunder has been taken or will be taken prior to the Closing, and no other company or corporate proceeding on subject to (i) obtaining the part Company Required Approval, (ii) the receipt of the Company is necessary to authorize this Interim Order and the Final Order and (iii) the receipt of the Regulatory Approvals (as defined below). This Agreement and the other Transaction Documents Ancillary Agreements to which the Company it is or will be a party contemplated hereby. This Agreement has been(assuming due authorization, execution and on delivery by each other party hereto and thereto) constitute or prior will constitute at the Closing (with respect to the Share Exchange Ancillary Agreements to be executed at the 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 obligations of the Company, enforceable against the Company in accordance with its their respective terms, subject to except (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar other Laws of general application affecting enforcement of creditors’ rights generally and subject(ii) as limited by Laws relating to the availability of specific performance, as to enforceability, to injunctive relief or other equitable remedies or by general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate powerCompany, as applicable, BSG Parent and the Stockholders each ----------------- have full power and authority to execute execute, deliver and deliver perform this Agreement and to carry out the other documents to 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 thereunderTransactions. The execution execution, delivery, and delivery performance 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 Transactions have been duly and validly authorized and approved by the board of directors of the Company, and no other company or all necessary corporate proceeding on the part action of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated herebyBSG Parent. 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, been duly and validly executed and delivered by the Company Company, BSG Parent and this Agreement constitutes, Stockholders and on or prior to constitutes 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 obligations of the Company, BSG Parent and Stockholders, enforceable against the Company in accordance with its terms, subject except to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws the extent that enforceability may be limited by laws affecting creditors’ ' rights generally and 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 todebtors' obligations generally, and in legal limitations relating to remedies of specific performance and injunctive and other forms of equitable relief (the best interests of"Equitable Exceptions"). The execution, the Company and its stockholders, as applicabledelivery, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the Transactions (as well as all other Transaction Documents instruments, agreements, certificates, or other documents contemplated hereby) by the Company, BSG Parent and Stockholders, do not (a) violate any Requirements of Laws or any Court Order of any Governmental Body applicable to the Company, BSG Parent or Stockholders, or their respective property, (b) violate or conflict with, or permit the cancellation of, or constitute a default under, any Material agreement to which the Company Company, BSG Parent or Stockholders are a party, or by which any of them or any of their respective property is a party contemplated hereby and bound, (c) permit the transactions contemplated hereby and thereby. No other corporate action is required on acceleration of the part maturity of any Material indebtedness of, or indebtedness secured by the property of, the Company, BSG Parent or Stockholders, (d) violate or conflict with any provision of the charter or bylaws of the Company or BSG Parent, or (e) except for filings or approvals under the HSR Act and such consents, approvals, or registrations as may be required under applicable state securities laws, require any of its shareholders to enter into this Agreement material consent, approval or the documents to which the Company is a party contemplated hereby authorization of, or to approve the Transactionsnotice to, or declaration, filing or registration with, any Governmental Body or other than the Company Shareholder Approvalthird party.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver 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 other documents to which it is a party contemplated hereby and (subject Mergers, any notice to the approvals described in Company’s stockholders which may be required under Section 5.5228(e) and 262 of the DGCL and the filings under Section 2.3, 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 Companyhereby, and no other company corporate actions or corporate proceeding proceedings on the part of the Company is or its stockholders shall be necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party transactions contemplated hereby. This The board of directors of the Company has adopted resolutions unanimously (with respect to those in attendance) (i) approving the execution, delivery and performance of this Agreement, (ii) determining that entering into this Agreement has beenis in the best interests of the Company and its stockholders, (iii) declaring this Agreement advisable and on or prior (iv) recommending that the Company’s stockholders adopt this Agreement and directing that this Agreement be submitted to the Share Exchange Closing, the other Transaction Documents to which the Company’s stockholders for adoption. The Company is a party contemplated hereby will be, has duly and validly executed and delivered by the Company and this Agreement. 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, constitutes a legal, valid and binding obligation of the Company, Company enforceable against the Company in accordance with its terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyanceconveyance moratorium, reorganization, moratorium and reorganization or similar Laws affecting now or hereafter in effect which affect the enforcement of creditors’ rights generally and subjectby rules of Law governing specific performance, as to enforceability, to general principles of equityinjunctive relief and equitable principles. (b) On or prior Prior to the date of this Agreement, the Company and its board of directors of the Company has duly adopted resolutions have taken all action necessary to exempt under or make not subject to (i) determining that this Agreement and the provisions of Section 203 of the DGCL, (ii) any other Transaction applicable Takeover Law or (iii) any provision of the Organizational 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, of the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance Subsidiaries that would require any corporate approval other than that otherwise required by the Company DGCL or other applicable state Law, each of the execution of this Agreement Agreement, the Mergers and any of the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebyby this Agreement. No other corporate action is required on the part of the The Company does not have in effect any “poison pill” or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvalshareholder rights plan.

Due Authorization. (a) The Company Buyer has all requisite company or corporate power, as applicable, full power and authority to execute execute, deliver and deliver perform this Agreement Agreement, the Assignment and Assumption Agreement, the Loan Documents and the other documents to which it is a party contemplated hereby Subleases, 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 Agreement, the Assignment and Assumption Agreement, the Loan Documents and the other Transaction Documents to which the Company is a party contemplated hereby Subleases and the consummation performance of the transactions contemplated hereby all obligations hereunder and thereby thereunder have been duly authorized by Buyer. The signing, delivery and validly authorized performance of this Agreement, the Assignment and approved Assumption Agreement, the Loan Documents and the Subleases by Buyer is not prohibited or limited by, and will not result in the board breach of directors or a default under any provision of the Companypartnership agreement of Buyer or of any order, writ, injunction or decree of any court or governmental instrumentality, and no other company will not result in any lien, encumbrance or corporate proceeding charge on the part any of the Company is necessary to authorize this Agreement and the other Transaction Documents to which the Company is a party contemplated herebyPurchased Assets. This Agreement has been, and on or prior to the Share Exchange ClosingClosing Date the Assignment and Assumption Agreement, the other Transaction Loan Documents to which and the Company is a party contemplated hereby Subleases will behave been, duly and validly executed and delivered by the Company Buyer and this Agreement constitutes, or, in the case of the Assignment and on or prior to the Share Exchange ClosingAssumption Agreement, the other Transaction Loan Documents to which and the Company is a party contemplated hereby Subleases will constitute, a the legal, valid and binding obligation of the CompanyBuyer, enforceable against the Company Buyer in accordance with its terms, subject to their respective terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and similar Laws reorganization or other laws of general application relating to or affecting creditors’ ' rights generally generally. ▇▇▇▇▇ has full power and subjectauthority to execute, as to enforceability, to general principles of equity. (b) On or prior to the date of delivery and perform 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. The signing, delivery and performance by the Company of this Agreement by ▇▇▇▇▇ is not prohibited or limited by, and will not result in the other Transaction Documents to which the Company is breach of or a party contemplated hereby default under any order, writ, injunction or decree of any court or governmental instrumentality, and the transactions contemplated hereby and thereby. No other corporate action is required will not result in any lien, encumbrance or charge on the part any of the Company Purchased Assets. This Agreement has been duly executed and delivered by ▇▇▇▇▇ and constitutes the legal, valid and binding obligation of ▇▇▇▇▇ enforceable against ▇▇▇▇▇ in accordance with its terms except as enforceability may be limited or any affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of its shareholders general application relating to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approvaleffecting creditors' rights generally.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.55.05 and the adoption of this Agreement and the approval of the Transactions by holders of (i) a majority of the voting power of the outstanding Company Class 1 Common Stock and (ii) a majority of the voting power of the Company Class 1 Common Stock, Company Class 2 Common Stock, Class 3 Common Stock and Company Preferred Stock voting together as a single class (the majorities described in clauses “(i),” and “(ii),” collectively, the “Company Requisite Approval”)), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board of directors Company Board and, upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize or adopt this Agreement and the or such other Transaction Documents Agreements or to which authorize the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement have been or will be, as applicable, duly and validly executed and delivered by the Company and, assuming due authorization and this Agreement execution by each other party hereto and thereto, 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, as applicable, 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 Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the Shareholder Written Consent have been taken in compliance with applicable Law in the State of Washington. (b) On or prior to the date of this AgreementAt a meeting duly called and held, the board of directors of the Company Board has duly adopted resolutions unanimously: (i) determining determined 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, advisable and in the best interests of, of the Company and its stockholders, as applicable, and shareholders; (ii) authorizing approved the transactions contemplated by this Agreement; and approving (iii) recommended to the execution, delivery and performance by shareholders of the Company of that they adopt this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part approve each of the matters requiring Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Requisite Approval.

Due Authorization. (a) The Each of the Company and Merger Sub has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.54.05 and the Company Shareholder Approval) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby Agreements and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the Company Board and validly authorized and approved by the board of directors of the CompanyMerger Sub, and other than the consents, approvals, authorizations and other requirements described in Section 4.05 and the Company Shareholder Approval, no other company or corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and the or any other Transaction Documents to which Agreements or the Company is a party contemplated herebyCompany’s or Merger Sub’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which Agreement has been or will be (when executed and delivered by the Company is a party contemplated hereby will beor 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 constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement constitutes or will constitute, a legal, valid and binding obligation of the CompanyCompany or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). (b) On or prior to the date of this Agreement, the board of directors Company Board has unanimously (i) determined that it is in the best interests of the Company has duly adopted resolutions (i) determining that and the Company Shareholders, and declared it advisable, for the Company to enter into this Agreement and the other Transaction Documents 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 contemplated hereby and the transactions contemplated hereby Transactions, including the Merger; and thereby are advisable and fair to(iii) adopted a resolution recommending to the Company Shareholders the approval of the Company Transaction Proposals. On or prior to the date of this Agreement, and the board of directors of Merger Sub has unanimously (i) determined that it is 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 Merger Sub to enter into this Agreement and the other Transaction Documents Agreements to which Merger Sub is or will be a party and (ii) approved this Agreement, the Company other Transaction Agreements to which Merger Sub is or will be a party and the Transactions to which Merger Sub is a party contemplated hereby party, including the Merger and 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 transactions contemplated hereby other Transaction Agreements to which Merger Sub is or will be a party and thereby. No other corporate action the Transactions to which Merger Sub is a party, including the Merger and the Plan of Merger, in accordance with applicable Law and the Organizational Documents of Merger Sub. (c) The only approvals or votes required on from the part holders of the Company’s Equity Securities in connection with the consummation of the Transactions, including the Closing, and the approval of the Company or any Transaction Proposals are as set forth on Section 4.03(c) of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalDisclosure Letter.

Due Authorization. (a) The Other than the Company Interest Holder Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section ‎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 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 Companyapproved, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby. This Agreement has beenbeen and, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and and, assuming this Agreement constitutesconstitutes a legal, valid and binding obligation of the other Parties, this Agreement constitutes and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation obligations of the Company, enforceable against the Company in accordance with its their 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 managers of the Company has duly adopted a written consent or resolutions (i) determining that this Agreement and the other Transaction Documents 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 stockholdersthe Company Interest Holders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action or proceeding is required on the part of the Company or any of its shareholders the Company Interest Holders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, Merger other than the Company Shareholder Interest Holder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute execute, deliver, enter into and deliver perform its obligations under this Agreement and the other documents Ancillary Agreements to which it is a party contemplated hereby and (and, subject to to, in the approvals described in Section 5.5) to consummate case of the transactions contemplated hereby and thereby and to perform all consummation of its obligations hereunder and thereunder. The execution and delivery the Merger, adoption of this Agreement and the other Transaction Documents Transactions, by the affirmative vote of the holders of a majority of the Company Shares voting on the matter (collectively, “Company Shareholder Approval”), to consummate the Transactions. (b) The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement to which the any Company Entity is a party contemplated hereby and the consummation by the Company Entities of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors of the Company, and no other company or all requisite corporate proceeding action on the part of the Company is Entities (except for (i) the receipt of the Company Shareholder Approval in respect of the Merger and (ii) the filing and recordation of appropriate merger documents as required by the ICL) and no other corporate proceedings on the part of any Company Entity are necessary to authorize the execution, delivery and performance of this Agreement, any Ancillary Agreements to which it is a party or to consummate the Merger and the other Transactions. The Company Shareholder Approval is the only vote or consent of the holders of any class or series of the Company’s capital stock required to approve and adopt this Agreement and the Ancillary Agreements and approve and consummate the Merger and the other Transaction Documents to which the Company is a party contemplated herebyTransactions. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents each Ancillary Agreement to which the any Company Entity is a party contemplated hereby will be, duly and validly executed and delivered by the such Company Entities and, assuming due authorization, execution and this Agreement constitutesdelivery by each other party hereto and thereto, and on constitute, 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 Companysuch Company Entities, enforceable against the such Company Entities in accordance with its their respective terms, subject to except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or other similar Laws affecting creditors’ the enforcement of creditor’s rights generally and subject, as to enforceability, to general limited by the availability of specific performance and other equitable remedies or applicable equitable principles (regardless of whether considered in a proceeding at Law or in equity). (bc) On or prior to the date of this AgreementThe Company Board has, the board of directors of by resolutions unanimously adopted by the Company has duly adopted resolutions Board in accordance with the Company Organizational Documents, (i) determining approved the execution, delivery and performance by the Company of this Agreement and the Transactions, (ii) determined that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in the best interests of, the Company and the Company Shareholders and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its stockholderscreditors, as applicable, (iii) directed that the adoption of this Agreement be submitted to a vote of the Company Shareholders at the Company Shareholder Meeting and (iiiv) authorizing and approving the execution, delivery and performance by resolved to recommend that the Company of Shareholders adopt this Agreement and the other Transaction Documents to which Transactions (the “Company Board Recommendation”). (d) The only vote of the holders of any securities of the Company is a party contemplated hereby necessary to approve this Agreement and the transactions contemplated hereby Transactions, including the Merger, is the affirmative vote of more than 50% of the voting power of the Company Shares present and therebyvoting at the Company’s shareholder meeting called to approve the Merger. The quorum required for the Company Shareholder Meeting is at least two (2) shareholders holding at least 25% of the voting rights of the Company. No other corporate action is required on the part vote or approval of (i) any creditor of the Company or its Subsidiaries in its capacity as such (subject to the rights of creditors under Section 319 of the Israeli Companies Law), (ii) any holder of its shareholders to enter into this Agreement any option or the documents to which warrant granted by the Company is a party contemplated hereby or to approve the Transactionsits Subsidiaries, or (iii) any shareholder of any Company Entity (other than the Company Shareholder ApprovalCompany) is necessary in order to approve or permit the consummation of the Merger.

Due Authorization. (a) The Company Buyer is a corporation duly organized and validly existing under the Laws of the State of Delaware and has all requisite company or power and authority to carry on its business as presently conducted. The Buyer has the requisite corporate power, as applicable, power and authority to execute and deliver this Agreement, the Indemnification Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) Escrow Agreement, to consummate the transactions contemplated hereby and thereby and to perform comply with the provisions of this Agreement, the Indemnification Agreement and the Escrow Agreement. The execution, delivery and performance of this Agreement, the Indemnification Agreement and the Escrow Agreement by the Buyer, the consummation by the Buyer of the transactions contemplated hereby and thereby and the compliance by the Buyer with the provisions of this Agreement, the Indemnification Agreement and the Escrow Agreement have been duly authorized by all necessary corporate action on the part of its the Buyer and no other corporate proceedings on the part of the Buyer are necessary to authorize this Agreement, the Indemnification Agreement and the Escrow Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement, the Indemnification Agreement and the Escrow Agreement have been duly executed and delivered by the Buyer, and, assuming the due authorization, execution and delivery by the Selling Members and, in the case of this Agreement and the Indemnification Agreement, the Company, constitute valid and binding obligations hereunder and thereunderof the Buyer, enforceable against the Buyer in accordance with their terms. The execution and delivery of this Agreement, the Indemnification Agreement and the other Transaction Documents to which the Company is a party contemplated hereby Escrow Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved compliance by the board of directors of Buyer with 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. 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 provisions of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Indemnification Agreement and the other Transaction Documents Escrow Agreement do not and will not conflict with, or result in any violation or breach of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of, or result in, termination, cancelation or acceleration of any obligation or to a loss of a benefit under, or result in the creation of any Lien in or upon any of the properties or assets of the Buyer under, or give rise to any increased, additional, accelerated or guaranteed rights or entitlements under, any provision of (a) the certificate of incorporation or bylaws of the Buyer, (b) any Contract to which the Company Buyer is a party contemplated hereby or any of its properties or assets is subject or (c) subject to the governmental filings and other matters referred to in the following sentence, any Law or Order, in each case applicable to the Buyer or any of its properties or assets, other than, in the case of clauses (b) and (c), any such conflicts, violations, breaches, defaults, rights, losses, Liens or entitlements that individually or in the aggregate could not reasonably be expected to impair in any material respect the ability of the Buyer to perform its obligations under this Agreement, the Indemnification Agreement and the Escrow Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of the transactions contemplated hereby and thereby are advisable and fair toor thereby. No consent, and in the best interests approval, order or authorization of, or registration, declaration or filing with, any Governmental Entity is required by or with respect to the Company Buyer in connection with the execution and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement, the Indemnification Agreement and the other Transaction Documents to which Escrow Agreement by the Company is a party contemplated hereby and Buyer, the consummation by the Buyer of the transactions contemplated hereby or thereby (or the compliance by the Buyer with the provisions of this Agreement, except for such consents, approvals, orders, authorizations, registrations, declarations and thereby. No other corporate action is required on filings the part failure of which to be obtained or made individually or in the aggregate could not reasonably be expected to impair in any material respect the ability of the Company Buyer to perform its obligations under this Agreement, the Indemnification Agreement and the Escrow Agreement or prevent or materially impede, interfere with, hinder or delay the consummation of any of its shareholders to enter into this Agreement or the documents to which the Company is a party transactions contemplated hereby or thereby. There are no claims, suits, actions or proceedings pending or threatened in writing or, to approve the TransactionsKnowledge of the Buyer, other than threatened orally against, relating to or affecting the Company Shareholder ApprovalBuyer, before any court, governmental department, commission, agency, instrumentality or authority, or any arbitrator that seeks to restrain or enjoin the consummation of the transactions contemplated by this Agreement.

Due Authorization. (a) The Other than the Company Shareholder Approval, the Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to 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 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 documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Amalgamation Closing, the other Transaction Documents 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 Amalgamation Closing, the other Transaction Documents 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 Ordinary Shares entitled to vote, who attend (in person or by proxy) and vote (in person or by proxy) thereupon (as determined in accordance with the Company’s Governing Documents) at a shareholders’ meeting duly called by the board of directors of the Company and held for such purpose. (c) The foregoing votes are the only votes of any of the Company Ordinary Shares necessary in connection with entry into this Agreement and the other Transaction Documents by the Company and the consummation of the transactions contemplated hereby and thereby, including the Amalgamation Closing. (d) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Each of the Company and Merger Sub has all the requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the each other documents Transaction Agreement to which it is or will be a party contemplated hereby and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.54.04 or Section 4.05) to perform all obligations to be performed by it hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the such other Transaction Documents to which the Company is a party contemplated hereby 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 CompanyCompany and Merger 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 company or corporate proceeding on the part of the Company or Merger Sub is necessary to authorize this Agreement and the or any other Transaction Documents to which Agreements or the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which Agreement (when executed and delivered by the Company is a party contemplated hereby 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 constitutes, and on or prior to the Share Exchange Closing, the each such other Transaction Documents to which the Company is a party contemplated hereby Agreement will constitute, a legal, valid and binding obligation of the CompanyCompany or Merger Sub, as applicable, enforceable against the Company or Merger Sub, as applicable, in accordance with its terms, subject to (x) obtaining the Company Shareholder Approval and (y) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (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 Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company Each of the Company, Holdings and APAM has all requisite corporate or company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5) to consummate 4.05 and the transactions contemplated hereby adoption of this Agreement and thereby 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 thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been duly and validly authorized and approved by the board of directors Company Board, the Holdings Board, the APAM Board and upon receipt of the CompanyCompany Requisite Approval, and no other corporate or company or corporate proceeding on the part of the Company Company, Holdings or APAM is necessary to authorize this Agreement and or such Ancillary Agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s, Holdings’ or APAM’s performance hereunder or thereunder. This Agreement has been, and on or prior to the Share Exchange ClosingClosing and upon execution by the Company, the other Transaction Documents to which the Company is a party contemplated hereby Holdings or APAM, as applicable, each such Ancillary Agreement will be, duly and validly executed and delivered by the Company Company, Holdings or APAM, as applicable, and, assuming due authorization and this Agreement execution by each other party hereto and thereto, 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, as applicable, a legal, valid and binding obligation of the Company, Holdings or APAM, as applicable, enforceable against the Company Company, Holdings or APAM, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors each of the Company Board, the Holdings Board and the APAM Board has duly adopted resolutions unanimously (i) determining that this Agreement Agreement, the Ancillary Agreements and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby Transactions are advisable and fair to, and in the best interests of, the Company and its stockholdersthe Company’s stockholders or Holdings and Holdings’ members or APAM and APAM’s members, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company Company, Holdings or APAM , as applicable, of this Agreement Agreement, the Ancillary Agreements and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and therebyTransactions. No other corporate action or company action, other than the Company Requisite Approval, is required on the part of the Company, Holdings or APAM, as applicable, or any of the holders of any class or series of capital stock of the Company or any of its shareholders the holders of any limited liability company interests of Holdings or APAM to enter into this Agreement or and the documents to which the Company is a party contemplated hereby Ancillary Agreement or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, partnership power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each of the other documents Transaction Agreements to which it is a party contemplated hereby party, and (subject to the approvals described in Section 5.53.4) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and each of the other Transaction Documents Agreements to which the Company it 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 general partner of the Company, Company and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and such agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s performance thereunder. 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, been duly and validly executed and delivered by the Company and this Agreement constitutesCompany, and on or prior to the Share Exchange Closing, each of the other Transaction Documents Agreements to which it is a party, when executed and delivered, will be duly and validly executed and delivered by the Company Company; and, assuming due authorization and execution by each other party hereto and thereto, each of this Agreement and the other Transaction Agreements to which it is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally, (ii) as to enforceability, to general principles of equity, and (iii) to applicable requirements of the HSR Act, and any other Laws designed or intended to prohibit, restrict or regulate antitrust, monopolization, restraint of trade or competition. (b) The Loan Agreement has been duly and validly authorized and approved by the general partner of the Company and, when executed and delivered as contemplated therein, will have been duly and validly executed and delivered by it, and assuming the due authorization, execution and delivery thereof by GWG Life, will constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, (ii) as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, partnership power and authority to execute execute, deliver and deliver perform its obligations under this Agreement and each of the other documents Transaction Agreements to which it is a party contemplated hereby party, and (subject to the approvals described in Section 5.53.4 ) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and each of the other Transaction Documents Agreements to which the Company it 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 general partner of the Company, Company and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and such agreements or the other Transaction Documents to which the Company is a party contemplated herebyCompany’s performance thereunder. 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, been duly and validly executed and delivered by the Company and this Agreement constitutesCompany, and on or prior to the Share Exchange Closing, each of the other Transaction Documents Agreements to which it is a party, when executed and delivered, will be duly and validly executed and delivered by the Company Company; and, assuming due authorization and execution by each other party hereto and thereto, each of this Agreement and the other Transaction Agreements to which it is a party contemplated hereby will constitute, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally, (ii) as to enforceability, to general principles of equity, and (iii) to applicable requirements of the HSR Act, and any other Laws designed or intended to prohibit, restrict or regulate antitrust, monopolization, restraint of trade or competition. (b) The Loan Agreement has been duly and validly authorized and approved by the general partner of the Company and, when executed and delivered as contemplated therein, will have been duly and validly executed and delivered by it, and assuming the due authorization, execution and delivery thereof by GWG Life, will constitute a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, subject (i) to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, (ii) as to enforceability, to general principles of equity. (b) On or prior to the date of this Agreement, the board of directors of the Company has duly adopted resolutions (i) determining that this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. ION has the requisite power and authority to: (a) The Company has all requisite company or corporate powerexecute, as applicable, deliver and authority to execute and deliver perform this Agreement and the other documents Transaction Agreements to which it is a party contemplated hereby party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (subject to the approvals described in Section 5.5b) carry out its obligations hereunder and thereunder and, to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunder(including the Merger). The execution and delivery by ION of this Agreement and the other Transaction Documents Agreements to which it is a party, and the Company consummation by ION of the transactions contemplated hereby and thereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of ION, and no other proceedings on the part of ION are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby or thereby, other than approval from the ION Shareholders. This Agreement and the other Transaction Agreements to which each of them is a party have been duly and validly executed and delivered by ION and, assuming the due authorization, execution and delivery thereof by the other Parties, constitute the legal and binding obligations of ION, enforceable against ION in accordance with their terms, subject to the Remedies Exception. The board of directors of ION has unanimously approved the transactions contemplated by this Agreement. Assuming that a quorum of a shareholders’ meeting (as determined pursuant to ION’s Organizational Documents) is present: (a) each of those ION Transaction Proposals identified in clauses (i) and (ii) of the definition shall require approval of a special resolution under Cayman Islands law, being the affirmative vote of the holders of at least two-thirds of the outstanding ION Shares (on an as converted to ION Class A Share basis) entitled to vote, who attend vote thereupon (as determined in accordance with ION’s Organizational Documents) at a shareholders’ meeting duly called by the board of directors of ION and held for such purpose and (b) each of those ION Transaction Proposals identified in clauses (iii) and (iv) of the definition shall require approval of an ordinary resolution under Cayman Islands law, being the affirmative vote of the holders of at least a majority of the outstanding ION Shares (on an as converted to ION Class A Share basis) entitled to vote, who attend vote thereupon (as determined in accordance with ION’s Organizational Documents) at a shareholders’ meeting duly called by the board of directors of ION and held for such purpose. The foregoing votes are the only votes of any of ION’s share capital necessary in connection with entry into this Agreement by ION and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by hereby, including 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. 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 and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Each of the Company and Merger Sub has all requisite company or corporate power, as applicable, power and authority to execute to: (i) execute, deliver and deliver perform this Agreement and the other documents Transaction Agreements to which it is a party contemplated hereby and (subject to the approvals described in Section 5.5ii) to consummate the transactions contemplated hereby and thereby and to perform all of carry out its obligations hereunder and thereunderthereunder and to consummate the Transactions (including the Mergers), in each case, subject to the consents, approvals, authorizations and other requirements described in Section 4.5. The execution execution, delivery and delivery performance by each of Merger Sub and the Company of this Agreement and the other Transaction Documents Agreements to which the Company it is a party contemplated hereby and the consummation by Merger Sub and the Company of the transactions contemplated hereby and thereby Transactions (including the Mergers) have been duly and validly authorized and approved by all requisite action, including approval by the board of directors of the CompanyCompany and Merger Sub, the sole stockholder of Merger Sub and, following receipt of the Requisite Company Stockholder Approval, the Company Stockholders as required by the DGCL and the CCC, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents to which Agreements or the Company is a party contemplated herebyCompany’s performance hereunder or thereunder. This Agreement has beenbeen and, upon execution by the Company and on Merger Sub, such other Transaction Agreements to which it is a party will be, at 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, Merger Sub 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 (assuming any such agreement constitutes an authorized legal, valid and binding obligation of the Companycounterparties thereto) constitute the legal, valid and binding obligation of the Company and Merger Sub, enforceable against the Company and Merger Sub in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, 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) On or prior to the date of this AgreementAt a meeting duly called and held, the board of directors of the Company has duly adopted resolutions unanimously: (ia) determining determined that it is fair and in the best interests of the Company and Company Stockholders, and declared it advisable, to enter into this Agreement and the other Transaction Documents to which Agreements providing for the Company is a party contemplated hereby and Mergers in accordance with 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 DGCL; (iib) authorizing and approving the execution, delivery and performance by the Company of approved this Agreement and the other Transaction Documents Transactions, including the Mergers in accordance with the DGCL, on the terms and subject to which the conditions of this Agreement; and (c) adopted a resolution recommending the Transactions be approved, and the plan of merger set forth in this Agreement be adopted, by the Company is a party contemplated hereby and Stockholders in accordance with the transactions contemplated hereby and thereby. No other corporate action is required on Company’s Charter Documents (the part of the “Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalRecommendation”).

Due Authorization. (a) The Company has all requisite company power and authority to enter into this Agreement, to perform its obligations hereunder and, subject to the filings under Section 2.3, to consummate the Transactions, and except for obtaining the Company Stockholder Approval, no other corporate actions or corporate powerproceedings on the part of the Company or its stockholders 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 5.11 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 and the FBCA, except for filing the Merger Filings with the Department of State of the State of Delaware pursuant to the DGCL and the Department of State of the State of Florida pursuant to the FBCA, as applicable, and authority to execute and deliver this Agreement and the other documents to 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 obtaining 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 CompanyStockholder Approval, and no other company or corporate proceeding action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby. 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 equityTransactions. (b) On or prior to the date of this Agreement, the board of directors of the The Company Board has duly adopted resolutions unanimously (i) determining that adopting this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which consummation of the Company is a party contemplated hereby Transactions, (ii) determining that this Agreement and the transactions contemplated hereby Transactions are fair to and thereby. No other corporate action is required on in the part best interests of the Company or any of its shareholders to enter into and the Company’s stockholders, (iii) approving and declaring advisable this Agreement or and the documents to which consummation of the Merger, (iv) submitting this Agreement for approval by the Company’s stockholders and recommending that the stockholders of the Company approve this Agreement (the “Recommendation”), and (v) approving on behalf of the Company all employment and compensation arrangements applicable to directors or senior executives of the Company under this Agreement in the same manner as provided in and consistent with Section 607.0832 of the FBCA, 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 a party contemplated hereby or the only vote of holders of securities of the Company which is required to approve this Agreement and consummation of the TransactionsMerger and the other transactions contemplated hereby. (c) The Company has duly and validly executed and delivered this Agreement. Assuming the due authorization, other than execution and delivery hereof by Parent and Merger Sub, this Agreement constitutes a legal, valid and binding obligation of the Company Shareholder Approvalenforceable 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 (the “Enforceability Exceptions”).

Due Authorization. (a) The Company has all the requisite company or corporate power, as applicable, power ----------------- and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to 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 thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares and the Warrants by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Common Stock issuable upon conversion of the Series B Preferred Stock (the "Conversion Shares") and the ----------------- reservation, issuance and sale of the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), and the consummation by the Company of the -------------- transactions contemplated hereby and thereby) (i) are within the corporate power and authority of the Company and (ii) have been duly authorized by all necessary corporate action of the Company, subject to (A) the approval and adoption of each Series B Certificate of Designation by the Company Board, (B) the Series A Holder Approval and (C) the Company Stockholder Approval. This Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 shall be, duly and validly executed and delivered by the Company Company. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will shall constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . 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, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the board of directors preemptive or other similar rights of the Company has duly adopted resolutions (i) determining that this Agreement stockholders of the Company. The Conversion Shares and the other Transaction Documents to which Warrant Shares have been validly reserved for issuance and, when issued and delivered in accordance with the Company is a party contemplated hereby terms of the applicable Series B Certificate of Designation and the transactions contemplated hereby Warrants, respectively, shall be duly and thereby are advisable validly issued and fair tooutstanding, fully paid and non-assessable, and in not subject to the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the preemptive or other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part similar rights of the Company or any stockholders of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. (a) The Other than the Company Stockholder Approval, the Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) 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 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 Companyapproved, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement and the other Transaction Documents documents to which the Company is a party contemplated herebyhereby or to consummate the transactions hereby or thereby. This Agreement has beenbeen and, and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by the Company and and, assuming this Agreement constitutesconstitutes a legal, valid and binding obligation of the other Parties, this Agreement constitutes and on or prior to the Share Exchange Closing, the other Transaction Documents documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation obligations of the such Boxabl Company, enforceable against the such Boxabl Company in accordance with its their 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 Board of directors Directors of the Company has duly adopted resolutions at a meeting or by unanimous written consent (i) determining that this Agreement Agreement, the Mergers and the other Transaction Documents documents to which the Company is a party contemplated hereby and the other transactions contemplated hereby and thereby are advisable advisable, fair and fair reasonable to, and in the best interests of, the Company and its stockholdersthe Company Security Holders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby, (iii) declaring advisable the Mergers and the other transactions contemplated by this Agreement on substantially the terms and conditions set forth in this Agreement and (iv) resolving to recommend that the holders of Company Common Stock vote in favor of the approval of this Agreement and the transactions contemplated hereby, including the First Merger, which resolutions have not been subsequently rescinded, modified or withdrawn in any way. No other corporate action or proceeding is required on the part of the Company or any of its shareholders the Company Security Holders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the TransactionsAgreement, including the First Merger, other than the Company Shareholder Stockholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents each Ancillary Agreement to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.06 and the adoption of this Agreement by holders of (i) at least a majority of the voting power of the outstanding shares of Company Stock, on an as-converted to Company Common Stock basis, voting or acting by written consent together as a single class, and (ii) a majority of the then outstanding Company Preferred Stock, voting or acting by written consent together as a single class (the “Company Requisite Approval”), which the Written Consent shall satisfy) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby such 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 Company Board and upon receipt of the CompanyCompany Requisite Approval, and no other company or corporate proceeding on the part of the Company is necessary to authorize this Agreement or such Ancillary Agreements or the Company’s performance hereunder or thereunder. This Agreement has been, and the other Transaction Documents each Ancillary Agreement to which the Company is a party contemplated hereby. 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, assuming due authorization and this Agreement execution by each other party hereto and thereto, 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, as applicable, 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 Company Requisite Approval (bwhich the Written Consent shall satisfy) On is the only vote of the holders of any class or prior to the date series of this Agreement, the board of directors capital stock of the Company has duly adopted resolutions (i) determining that required to approve and adopt this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby are advisable and fair to, and in the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, power and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals consents, approvals, authorizations and other requirements described in Section 5.54.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderhereby. The execution and delivery of this Agreement and the other Transaction Documents to which by the Company is a party contemplated hereby and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the board Board of directors Directors of the Company, and no other company or corporate proceeding on the part of the Company or approval of any holder of Company Stock is necessary to authorize this Agreement and (other than the other Transaction Documents to which the Company is a party contemplated herebyStockholder Written Consent). 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, been duly and validly executed and delivered by the Company and (assuming this Agreement constitutesconstitutes a legal, valid and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is a party contemplated hereby will constitute, binding obligation of Buyer and Merger Sub) constitutes 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 equityequity (collectively, the “Remedies Exception”). (b) On or prior to the date of this AgreementAt a meeting duly called and held, the board Company Board of directors of the Company Directors has duly adopted resolutions (i) determining unanimously determined that this Agreement and the other Transaction Documents to which the Company is a party transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) unanimously approved and adopted this Agreement 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 (iiiii) authorizing and approving the execution, delivery and performance by the Company unanimously resolved to recommend adoption of this Agreement and approval of the Merger and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on by the part of Company’s stockholders (such recommendation, the “Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalBoard Recommendation”).

Due Authorization. (a) The Subject to any required approvals of the Bankruptcy Court, the Company has all shall have the requisite company or corporate power, as applicable, power and authority to execute and deliver enter into this Agreement and each of the other documents Transaction Documents to which it is a party contemplated hereby and (subject to shall have the approvals described in Section 5.5) requisite corporate power and authority to consummate the transactions contemplated hereby and thereby and to perform all of its obligations hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares, the Warrants and the Commitment Shares by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the New Common Stock issuable upon conversion of the Series A Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the New Common Stock issuable upon exercise of the Warrants (the "Warrant Shares), and the consummation by the Company of the transactions contemplated hereby and thereby) (i) are within the corporate power and authority of the Company and (ii) upon confirmation of the Plan, shall have been duly authorized by all necessary corporate action of the Company. Subject to any required approvals of the Bankruptcy Court, this Agreement has been, and each of the other Transaction Documents to which the Company is a party contemplated hereby when executed and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved delivered 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. 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 shall be, duly and validly executed and delivered by the Company Company. Assuming due authorization, execution and delivery by the Purchaser of the Transaction Documents to which it is a party, this Agreement constitutes, and on or prior to the Share Exchange Closing, the each of such other Transaction Documents to which when executed and delivered by the Company is a party contemplated hereby will shall constitute, a legal, valid and binding obligation agreement of the Company, Company enforceable against the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. (b) On or prior . 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, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the board preemptive or other similar rights of directors the stockholders of the Company, (y) the Conversion Shares and the Warrant Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of the Preferred Stock Certificate of Designation and the Warrant Agreement, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to preemptive or other similar rights of the stockholders of the Company has duly adopted resolutions and (iz) determining that the Commitment Shares, when issued and delivered in accordance with the terms of this Agreement Agreement, shall be validly issued and the other Transaction Documents to which the Company is a party contemplated hereby outstanding, fully paid and the transactions contemplated hereby and thereby are advisable and fair tonon-assessable, and in not subject to the best interests of, the Company and its stockholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the preemptive or other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part similar rights of the Company or any stockholders of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder ApprovalCompany.

Due Authorization. The execution, delivery and performance of this Agreement, the Registration Rights Agreement (a) The Company has all requisite company or corporate power, as applicabledefined below), and authority to execute such other agreements, instruments and deliver this Agreement and the other documents to which it is a party contemplated hereby be executed in connection herewith by Buyer and (subject to Sub have been duly authorized by the approvals described in Section 5.5) to consummate the transactions contemplated hereby Board of Directors of Buyer and thereby and to perform all of its obligations hereunder and thereunderSub. The execution and delivery of this 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 has been duly and validly authorized authorized, executed and approved delivered by the board each of directors of the CompanyBuyer and Sub and, assuming this Agreement constitutes a valid and no other company or corporate proceeding on the part binding obligation of the Company is necessary to authorize this Agreement and Sellers, constitutes a valid and binding obligation of Buyer and Sub enforceable against Buyer and Sub in accordance with its terms, except as the same may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally and the other Transaction Documents to which the Company is a party contemplated herebyapplication of general principles of equity. This Agreement has been, and on or prior to the Share Exchange ClosingUpon its execution in accordance with this Agreement, the other Transaction Documents to which the Company is a party contemplated hereby Registration Rights Agreement will be, have been duly and validly executed and delivered by Buyer and, assuming the Company and this Registration Rights Agreement constitutes, and on or prior to the Share Exchange Closing, the other Transaction Documents to which the Company is constitutes a party contemplated hereby will constitute, a legal, valid and binding obligation of the CompanySellers who are parties thereto, will constitute a valid and binding obligation of Buyer enforceable against the Company Buyer in accordance with its terms, subject to except as the same may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws reorganization or other laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to the application of general principles of equity. (b) On or prior to . Assuming the date accuracy of the representations and warranties made by the Sellers in 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 by Buyer and Sub and of the other Transaction Documents 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 the Company Buyer or Sub is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part or by which either of the Company them or any of its shareholders property is bound (other than such violations or conflicts as shall have been waived in writing by the Company and Sellers at or prior to enter into Closing), (c) permit the acceleration of the maturity of any indebtedness of, or any indebtedness secured by the property of, Buyer or Sub (except as shall have been waived in writing by the Company and Sellers at or prior to Closing), or (d) violate or conflict with any provision of Buyer's or Sub's certificate of incorporation or by-laws. Assuming the accuracy of the representations and warranties made by the Sellers in this Agreement, no action, consent or approval of or filing with any federal, state, county or local governmental authority is required in connection with the execution, delivery or performance of this Agreement (or any agreement or other document executed in connection herewith by Buyer or Sub, including the documents Registration Rights Agreement to which be executed by Buyer and certain of the Company is a party Sellers in connection with the Closing (the "REGISTRATION RIGHTS AGREEMENT")) by Buyer or Sub, except for (i) the filings described in Section 6.13 hereof, and (ii) the filings and approvals contemplated hereby or to approve by the Transactions, other than the Company Shareholder ApprovalRegistration Rights Agreement.

Due Authorization. (a) The Company has all requisite company or corporate power, as applicable, and authority to execute and deliver this Agreement and the other documents to which it is a party contemplated hereby and (subject to the approvals described in Section 5.54.5) 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 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 documents to which the Company is a party contemplated hereby. This Agreement has been, and on or prior to the Share Exchange Closing, the other Transaction Documents 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 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 advisable and fair to, and in the best interests of, the Company and its stockholdersshareholders, as applicable, and (ii) authorizing and approving the execution, delivery and performance by the Company of this Agreement and the other Transaction Documents to which the Company is a party contemplated hereby and the transactions contemplated hereby and thereby. No other corporate action is required on the part of the Company or any of its shareholders to enter into this Agreement or the documents to which the Company is a party contemplated hereby or to approve the Transactions, other than the Company Shareholder Approval.