Common use of Authority and Enforceability Clause in Contracts

Authority and Enforceability. The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Company Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany (the “Requisite Company Board Approval”)) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders (i) holders of at least 67% of the outstanding shares of Company who hold Preferred Stock, voting together as a single class and on an as converted to Company Common Stock basis, and (aii) holders of at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class and on an as converted into to Company Common Stock basis, basis (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Company Stockholder Approval”). The Requisite Company Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated herebyTransactions. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby Transactions (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger Mergers and the other transactions contemplated hereby and thereby. The Company representations in all certificates delivered under this Agreement, including all certificates delivered at Closing, will be true and correct in all material respects. The execution and delivery of this Agreement and any Related Agreements to which the Company it is a party and the consummation of the Merger Mergers and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements Agreement to which the Company is a party or to consummate the Merger Mergers or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the First Merger by (i) the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class and on an as converted into as-converted-to-Company Common Stock basis, basis and (bii) the Stockholders who hold at least a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, Stock (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote or approval of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Mergers and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board board of Directors directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of approval of, in the aggregate, (i) Company who hold Ordinary Shares representing more than fifty percent (a50%) at least a majority of the voting power of the outstanding shares Company Ordinary Shares and (ii) Company Preferred Series B Shares representing more than fifty percent (50%) of the voting power of the Company Capital StockPreferred Series B Shares, voting together as a single class class, on an as as-converted into Company Common Stock basis, basis (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Shareholder Approval”). The Requisite Stockholder Shareholder Approval is the only vote or approval of the Stockholders Shareholders required under applicable Legal Requirements, Delaware Law, the Charter BVI Act, the Governing Documents and all Contracts to which the Company or any Subsidiary Company Entity is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company’s obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of the Merger this Agreement and the other transactions contemplated hereby and thereby Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous subject only to approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders holders of the Company who hold (a) at least a majority of the voting power of votes represented by the outstanding shares of Company Capital Stock, voting together as a single class Shares entitled to vote on an as converted into Company Common Stock basis, (b) a majority of this Agreement and the outstanding shares of Company Series B Preferred StockMerger, voting as a separate single class, (c) in each case at a majority meeting duly noticed and held, or by written consent, in compliance with all applicable requirements of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority Laws of the outstanding shares of Company Series D Preferred Stock, voting as a separate class British Virgin Islands (clauses (a) through (d), collectivelythe approval referenced in the foregoing sentence, the “Requisite Stockholder Shareholder Approval”). The Requisite Stockholder Approval is Without limiting the only vote foregoing, the board of directors of the Stockholders required under applicable Legal RequirementsCompany, Delaware Lawat a meeting thereof duly called and held, has duly adopted resolutions by the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved requisite majority vote approving this Agreement, the Merger and the other transactions contemplated herebyby this Agreement, determining that the terms and recommended to the Stockholders to vote in favor of adoption conditions of this Agreement and approval of Agreement, the Merger and the other transactions contemplated hereby (by this Agreement are fair to, and in the “best interests of, the Company Recommendation”)and its shareholders and recommending that the Company’s shareholders adopt and approve this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Related other parties to the Agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each of the other parties hereto and theretoto each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yb) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equityremedies.

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into into, execute and deliver this Agreement and any the Company Related Agreements to which it is a party andparty, subject to receipt of the Requisite Stockholder Approvalperform its obligations hereunder and thereunder, and to consummate the Merger and the other transactions contemplated hereby and thereby. The entry into and execution and delivery of this Agreement and any the Company Related Agreements to which the Company is a party party, the performance of the obligations hereunder and thereunder, and the consummation of the Merger and the other transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) , and no further corporate or other action is required on the part of the Company to authorize this the Agreement and any the Company Related Agreements to which the Company is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval subject only to receipt of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Required Stockholder Approval”). The Requisite Required Stockholder Approval is the only vote or consent of Company Securityholders required to adopt this Agreement and approve the Stockholders required Merger, the Certificate Amendment, and the other transactions contemplated hereby and by the Company Related Agreements to which the Company is a party under applicable Legal Requirements, Delaware Lawthe Charter Documents, the Subsidiary Charter Documents and all Contracts any other Contract to which the Company or any Company Subsidiary is a party to legally adopt this Agreement and approve party. The Company Board has (a) unanimously resolved that the Merger and the other transactions contemplated hereby. The Board of Directors Certificate Amendment are advisable and in the best interests of the Company has and its stockholders, (b) unanimously approved this Agreement, Agreement and the Merger and the other transactions contemplated herebyCertificate Amendment, and recommended to (c) directed that the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the Certificate Amendment be submitted to the Company Stockholders for consideration, and (d) unanimously recommended that all of the Company Stockholders adopt this Agreement and approve the Merger and the Certificate Amendment and the other transactions contemplated hereby (matters set forth in the “Company Recommendation”)Stockholder Written Consent and not exercise their dissenters’ or appraisal rights under the applicable provisions of Delaware Law in connection with the Merger. This Agreement and each of the Company Related Agreements to which the Company is a party have Agreement has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes the valid and binding obligations obligation of the Company enforceable against it the Company in accordance with their respective its terms, subject only to the effect, if any, of (xi) applicable bankruptcy and other similar Legal Requirements affecting the rights of creditors generally and (ii) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equityremedies.

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into into, execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Company Ancillary Agreements to which the Company is a party and to perform the consummation Company's obligations under this Agreement and each such Company Ancillary Agreement. The execution, delivery and performance of the Merger this Agreement and the other transactions contemplated hereby and thereby Company Ancillary Agreements by the Company have been duly authorized by all necessary corporate action (including without limitation action on the part of the Company (including the unanimous approval Company's board of the Board of Directors of the Companydirectors) and no further corporate or other action is required on the part of the Company subject only to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption approval of this Agreement and approval of the Merger by (w) the Stockholders holders of a majority of the votes represented by the outstanding shares of Company who hold Capital Stock entitled to vote on this Agreement and the Merger, voting as a single class, (ax) the holders of at least a majority of the voting power of the then outstanding shares of Company Capital Stockthe Company's Common Stock , voting together as a single class on an as converted into Company Common Stock basisclass, (by) the holders of a majority of the then outstanding shares of Company Series B the Company's Preferred Stock, voting as a separate single class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (dz) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only any other vote or approval of the Stockholders required under by the DGCL or the CGCL, in each case at a meeting duly called, noticed and held, or by written consent, in compliance with all applicable Legal Requirementsrequirements of the DGCL, Delaware CGCL, other applicable Law and the Company's Certificate of Incorporation and Bylaws, each as amended (the approval referenced in clauses (x) (y) and (z) the "Requisite Stockholder Approval"). Without limiting the foregoing, the board of directors of the Company, at a meeting thereof duly called, noticed and held at which a quorum was at all times present, has duly adopted resolutions by the requisite majority vote required by the DGCL, CGCL, other applicable Law, the Charter Documents Company's Certificate of Incorporation and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved Bylaws, each as amended approving this Agreement, the Merger and the other transactions contemplated herebyby this Agreement, determining that the terms and recommended to the Stockholders to vote in favor of adoption conditions of this Agreement and approval of Agreement, the Merger and the other transactions contemplated hereby (by this Agreement are fair to, and in the “best interests of, the Company Recommendation”)and its Stockholders and are advisable and recommending that the Company's Stockholders adopt and approve this Agreement and the Merger. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Related other parties to the Agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the effect of (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of each of the Company Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each of the other parties hereto and theretoto each Company Ancillary Agreement, such Company Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to the effect of (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yb) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equityremedies.

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company’s obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of the Merger this Agreement and the other transactions contemplated hereby and thereby Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company subject only to approval by (including w) the unanimous approval holders of a majority of the Board votes represented by the outstanding shares of Directors of the Company) and no further corporate or other action is required Company Capital Stock entitled to vote on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is Merger, voting as a party or to consummate single class (x) the Merger or any other transactions contemplated hereby and thereby, other than the adoption holders of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the then outstanding shares of Company Capital StockCommon Stock voting as a single class, (y) the holders of at least a majority of the then outstanding shares of Preferred Stock voting together as a single class on an as as-converted into Company to Common Stock basis and (z) the holders of at least a majority of the then outstanding shares of Series F Preferred Stock, voting on an as-converted to Common Stock basis, (b) in each case, at a majority meeting duly noticed and held, or by written consent, in compliance with all applicable requirements of the outstanding shares of Company Series B Preferred Stock, voting as a separate classDGCL (the approval referenced in clauses (w), (cx), (y) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (dz) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is Without limiting the only vote foregoing, the board of directors of the Stockholders required under applicable Legal RequirementsCompany, Delaware Lawat a meeting thereof duly called and held, has duly adopted resolutions by the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved requisite majority vote approving this Agreement, the Merger and the other transactions contemplated herebyby this Agreement, determining that the terms and recommended to the Stockholders to vote in favor of adoption conditions of this Agreement and approval of Agreement, the Merger and the other transactions contemplated hereby (by this Agreement are fair to, and in the “best interests of, the Company Recommendation”)and its Stockholders and recommending that the Company’s Stockholders adopt and approve this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Related other parties to the Agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each of the other parties hereto and theretoto each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yb) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equityremedies.

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger Transactions by the Stockholders of the Company who hold (ai) at least a majority of the voting power of the outstanding shares of Company Capital Voting Common Stock and Voting Preferred Stock, voting together as a single class on an as as-converted into to Company Common Stock basis, (bii) a majority at least sixty-seven percent (67%) of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis, (iii) at least sixty-seven percent (67%) of the outstanding shares of Voting Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis, and (iv) at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock, voting as a separate classseries (the foregoing clauses (i), (cii), (iii) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (div) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityTransactions.

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the outstanding shares of Company Series A Preferred Stock, voting power together as a single class on an as converted into Company Common Stock basis, and (b) at least a majority of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into to Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class basis (clauses (a) through (db), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote or approval of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company it is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than subject only to the adoption approval of the transactions contemplated by this Agreement by the Company Stockholders. The vote required of the Company Stockholders to approve this Agreement and approval of the Merger by transactions contemplated hereby is the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”)Vote. The Requisite Stockholder Approval Vote is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally (a) adopt this Agreement and approve the Merger and the other transactions contemplated herebyhereby and (b) to effect the deemed conversion of all the shares of the Company Series A Preferred Stock into shares of Company Class F Common Stock on a one-for-one basis immediately prior to the Effective Time in accordance with the Charter Documents. The This Agreement has been unanimously approved by the Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)Company. This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time will be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or will constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Company Stockholder Approval, to consummate the First Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger Mergers and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary requisite corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize the Company’s entry into this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger consummation of the Mergers or any other transactions contemplated hereby and therebyTransactions by the Company, other than the adoption of this Agreement and approval of the Merger Mergers by the Stockholders holders of the Company who hold (a) at least a majority of the voting power of the issued and outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Company Stockholder Approval”). The Requisite Stockholder Approval is the only vote board of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors directors of the Company has unanimously approved this Agreement, the Merger Mergers and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to that they vote in favor of adoption of this Agreement and approval of the Merger Mergers and the other transactions contemplated hereby Transactions (the “Company Board Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been been, or when executed and delivered by the Company will be, duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitute, or when executed and delivered will constitute, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. The Company has all requisite Companies have full power and authority to enter into execute, deliver and perform this Agreement and or any Related Agreements Ancillary Document delivered or to which it is a party andbe delivered pursuant to the Transaction, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby execution, delivery and thereby. The execution and delivery performance of this Agreement and any Related Agreements to which Ancillary Document by the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have Companies, has been duly authorized by all necessary corporate company action on the part of the Company Companies. This Agreement has been duly executed and delivered by the Companies and (including assuming due execution and delivery by the unanimous Purchaser) constitutes the valid and legally binding obligation of the Companies, enforceable in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity). Except for providing notice of the Transaction to the IGB and pursuant to the HSR Act, the Companies are not required to give any notice to, make any filing with or obtain any authorization, consent or approval of any Authority or Person in order for the Board of Directors of Companies to consummate the Company) Transaction, and no further corporate company or other action is required on the part of the Company Companies to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company Sellers who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority Units in the Sellers Approval. From and after consummation of the outstanding shares Merger, Xxxxxxx Capital, LLC will not be engaged in the video gaming business in the State of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”)Illinois. The Requisite Stockholder Sellers Approval is the only vote of the Stockholders holders of Units required under applicable Legal Requirements, Delaware Illinois Law, the Charter Documents and all Contracts to which Articles of Formation, operating agreement or other governing documents of the Company or any Subsidiary is a party Companies, to legally adopt this Agreement and to approve the Merger and the other transactions contemplated herebyTransactions. The Board of Directors Managers of the each Company has unanimously approved this Agreement, the Merger and the other transactions contemplated herebyTransactions, and recommended to the Stockholders Sellers to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityTransactions.

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement to which the Company or any Subsidiary of the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) such Person and no further corporate or other action is required on the part of the Company such Person to authorize this Agreement and any Related Agreements to which the Company such Person is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary under applicable Legal RequirementsDGCL, Delaware Law, any of the Charter Documents and all or any Contracts to which the Company or any Subsidiary of the Company is a party to legally adopt this Agreement and each of the Related Agreements and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (and thereby and to approve the “Company Recommendation”)Merger. This Agreement and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company such Person and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company such Person enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yB) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”).

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the First Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger Mergers and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger Mergers or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and the approval of the Merger Mergers by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Mergers and the other transactions contemplated herebyTransactions. The Board of Directors of the Company has unanimously approved this Agreement, the Merger Mergers and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger Mergers and the other transactions contemplated hereby Transactions (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been or will be duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute or will, when executed, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder ApprovalApproval and regulatory approvals, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by at least a majority in voting power of (i) the Stockholders then outstanding shares of (A) Company Voting Preferred Stock and (B) the Company who hold then outstanding shares of Series F Preferred Stock, voting separately as a class and (aii) at least a majority of the in voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basisand, (b) a majority of with respect to the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting Series E Preferred Stock, and Series G Preferred Stock, on an as a separate class converted to Class A Common Stock basis (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, Law and the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated herebyTransactions. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby Transactions (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company's obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of the Merger this Agreement and the other transactions contemplated hereby and thereby Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous subject only to approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders holders of the Company who hold (a) at least a majority of the voting power of votes represented by the outstanding shares of Company Capital StockStock entitled to vote on this Agreement and the Merger, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “"Requisite Stockholder Approval”"). The Requisite Stockholder Approval is the only vote , at a meeting duly noticed and held, or by written consent, in compliance with all applicable requirements of the Stockholders required under applicable Legal Requirements, Delaware LawDGCL. Without limiting the foregoing, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board board of Directors directors of the Company Company, at a meeting thereof duly called and held, has unanimously approved duly adopted resolutions by the requisite majority vote approving this Agreement, the Merger and the other transactions contemplated herebyby this Agreement, determining that the terms and recommended to the Stockholders to vote in favor of adoption conditions of this Agreement and approval of Agreement, the Merger and the other transactions contemplated hereby (by this Agreement are fair to, and in the “best interests of, the Company Recommendation”)and its Stockholders and recommending that the Company's Stockholders adopt and approve this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Related other parties to the Agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each of the other parties hereto and theretoto each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yb) rules of law and equity governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equityremedies.

Authority and Enforceability. The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Company Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany (the "Requisite Company Board Approval")) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) and a majority of the outstanding shares each series and of Company Series B Preferred Stock, voting as a separate class, (c) a majority each class of the outstanding shares of Company's stock voting separately (the "Requisite Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”"). The Requisite Company Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated herebyTransactions. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby Transactions (the “"Company Recommendation”"). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ ' rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the "Enforceability Limitations").

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company’s obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of the Merger this Agreement and the other transactions contemplated hereby and thereby Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous subject only to approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders holders of the Company who hold (a) at least a majority of the voting power of votes represented by the outstanding shares of Company Capital StockStock entitled to vote on this Agreement and the Merger, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote , at a meeting duly noticed and held, or by written consent, in compliance with all applicable requirements of the Stockholders required under applicable Legal Requirements, Delaware LawDGCL. Without limiting the foregoing, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board board of Directors directors of the Company Company, at a meeting thereof duly called and held, has unanimously approved duly adopted resolutions by the requisite majority vote approving this Agreement, the Merger and the other transactions contemplated herebyby this Agreement, determining that the terms and recommended to the Stockholders to vote in favor of adoption conditions of this Agreement and approval of Agreement, the Merger and the other transactions contemplated hereby (by this Agreement are fair to, and in the “best interests of, the Company Recommendation”)and its Stockholders and recommending that the Company’s Stockholders adopt and approve this Agreement. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the Related other parties to the Agreement, constitutes the legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency, and the relief of debtors, and (b) rules of law and equity governing specific performance, injunctive relief and other equitable remedies. Upon the execution and delivery by the Company of the Ancillary Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by each of the other parties hereto and theretoto each Ancillary Agreement, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.and

Authority and Enforceability. The Company has all requisite full corporate power and authority to enter into execute, deliver and perform its obligations under this Agreement and any Related Agreements each of the other Transaction Documents to which it is a party andparty, subject only to receipt of the obtaining Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyApproval (as defined below). The execution execution, delivery and delivery performance by the Company of this Agreement and any Related Agreements to which the completion by the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly duly, validly and unanimously authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) Company and no further corporate or other action the Board of Directors has unanimously resolved that the Merger is required on advisable and in the part best interests of the Company and its stockholders. Neither Section 203 of the DGCL nor any other anti-takeover or similar statute or regulation applies or purports to authorize apply to the Transactions. The only Stockholder approvals or authorizations required to approve this Agreement and any Related Agreements to which the Company is a party or to consummate effect the Merger or any and the other transactions contemplated hereby and thereby, other than Transactions are the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least the holders of a majority of the voting power Company Common Stock and the holders of a majority of the outstanding shares of Company Capital StockPreferred Shares, voting together as a single class class, on an as as-converted into Company Common Stock basis, basis and (b) the holders of a majority of the outstanding shares of Company Series B Preferred StockShares, voting together as a separate single class, on an as-converted basis, as required by the Company Charter and the DGCL (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement has been, and each of the Related Agreements other Transaction Documents to which the Company is a party at the Closing will have been been, duly executed and delivered by the Company Company, and assuming the due authorizationthis Agreement is, execution and delivery by each of the other parties hereto and theretoTransaction Documents to which the Company is a party will be at the Closing, constitute the a legal, valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject except as to the effect, if any, of (xa) Legal Requirements applicable bankruptcy and other similar laws affecting the rights of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, creditors generally and (yb) rules of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equity(collectively, the “Enforceability Exceptions”).

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the First Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger Mergers and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany and the unanimous approval of the Shareholders in the Shareholder Written Consents) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger Mergers or any other transactions contemplated hereby and thereby, other than Transactions. The Shareholder Written Consents from each of the adoption Shareholders delivered to Parent prior to the execution of this Agreement and approval of the Merger by the Stockholders of the Company who hold (apursuant to Section 5.2(a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders Shareholders required under applicable Legal Requirements, Delaware Lawthe California Code, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Mergers and the other transactions contemplated herebyTransactions. The Board of Directors of the Company has unanimously approved this Agreement, the Merger Mergers and the other transactions contemplated herebyTransactions, and recommended to the Stockholders Shareholders to vote in favor of adoption of this Agreement and approval of the Merger Mergers and the other transactions contemplated hereby Transactions (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute or will, when executed, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. The Company Each of Parent and Merger Sub has all requisite full corporate power and authority to enter into this Agreement and any Related the Operative Agreements to which it is a party, subject in the case of the issuance of shares of Parent Common Stock in the Merger to Parent Stockholder Approval and to perform its obligations hereunder and thereunder and to consummate the Merger. The execution, delivery and performance of this Agreement and the Operative Agreements to which it is a party and, subject to receipt by each of the Requisite Stockholder Approval, to consummate the Parent and Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party Sub and the consummation by each of Parent and Merger Sub of the Merger and the other transactions contemplated hereby and thereby have been duly authorized and validly approved by all necessary their respective Board of Directors and no other corporate action proceedings on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate Parent or other action is required on the part of the Company its stockholders or Merger Sub or Parent as its sole stockholder are necessary to authorize the execution, delivery and performance of this Agreement and any Related or the Operative Agreements to which the Company it is a party or to consummate by each of Parent and Merger Sub and the consummation by each of Parent and Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval Sub of the Merger by the Stockholders Merger. The affirmative votes of the Company who hold (a) at least a majority holders of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as Parent Common Stock at a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote duly convened meeting of the Stockholders required under applicable Legal Requirements, Delaware Law, of Parent (the Charter Documents and all Contracts "PARENT STOCKHOLDERS' MEETING") (i) to which approve the Company or any Subsidiary is a party increase in the number of authorized shares of capital stock of Parent from 250,000,000 to legally adopt this Agreement and approve 500,000,000 shares (the "PARENT AUTHORIZED STOCK INCREASE") so as to permit the issuance of the shares of Parent Common Stock pursuant to the Merger and (ii) to approve the other transactions contemplated hereby. The Board change of Directors Parent's corporate name to Cryptometrics, Inc. (the "PARENT AUTHORIZED NAME CHANGE") (the "PARENT AUTHORIZED STOCK INCREASE" and the "PARENT AUTHORIZED NAME CHANGE" are collectively referred to herein, from time to time as the "PARENT STOCKHOLDER APPROVAL") are the only votes of the Company has unanimously approved this Agreement, holders of any class of capital stock or other security necessary in connection with the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)Merger. This Agreement and each of the Related Operative Agreements to which the Company it is a party have been duly and validly executed and delivered by the Company each of Parent and assuming the due authorizationMerger Sub and constitute legal, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company Parent and Merger Sub enforceable against it each of them in accordance with their respective terms, subject to except as the enforceability thereof may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ ' rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies and other general principles of equityremedies.

Authority and Enforceability. The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany (the “Requisite Board Approval”)) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) at least a majority of the voting -6- power of the Company Common Stock, voting together as a single class, and (c) at least a majority of the voting power of the outstanding shares of Company Series B Preferred Stock, voting together as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate single class (clauses (a), (b) through and (dc), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the CGCL, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated herebyTransactions. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby Transactions (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) at least a majority of the voting power of the outstanding shares of Company Series B Preferred Stock, voting as a separate classCompany Series B-1 Preferred Stock, (c) a majority of the outstanding shares of Company Series B-2 Preferred Stock and Company Series C Preferred Stock, voting together as a separate single class and on an as converted into Company Common Stock basis, (dc) at least a majority of the voting power of the outstanding shares of Company Series D Common Stock, voting together as a single class and (d) at least a majority of the voting power of the outstanding shares of Company Preferred Stock, voting together as a separate single class on an as converted into Company Common Stock basis (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this each Ancillary Agreement and any Related Agreements to which the Company is a party and to perform its obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance by the Company of this Agreement and each Ancillary Agreement and the consummation of the Merger and the other transactions contemplated hereby and thereby thereby, including the Merger and the Charter Amendment, have been duly authorized by all necessary corporate action on the part of the Company subject only to approval by (including a) the unanimous approval holders of a majority of the Board votes represented by the outstanding shares of Directors of the Company) and no further corporate or other action is required Company Capital Stock entitled to vote on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is Merger, voting together as a party or to consummate single class, (b) the Merger or any other transactions contemplated hereby and thereby, other than the adoption holders of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the then-outstanding shares of Company Capital Series D Preferred Stock, voting together as a single class, (c) the holders of at least a majority of the then-outstanding shares of Series E Preferred Stock, voting together as a single class, (c) the holders of at least a majority of the Series F Preferred Stock, voting together as a single class, and (d) the holders of at least two-thirds of the then-outstanding shares of Series D Preferred Stock, Series E Preferred Stock and Series F Preferred Stock, voting together as a single class on an as as-converted into Company to Common Stock basis, (b) in each case at a majority meeting duly noticed and held, or by written consent, in compliance with all applicable requirements of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, DGCL and any other applicable Law and the Company’s Governing Documents (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder ApprovalVote”). The Requisite Stockholder Approval is Without limiting the only vote of the Stockholders required under applicable Legal Requirements, Delaware Lawforegoing, the Charter Documents Company Board has (i) at a meeting thereof duly called and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement held unanimously adopted resolutions approving and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved declaring advisable this Agreement, the Merger and the other transactions contemplated herebyby this Agreement, (ii) at a meeting thereof duly called and recommended to held unanimously determined that the Stockholders to vote in favor of adoption terms and conditions of this Agreement and approval of Agreement, the Merger and the other transactions contemplated hereby by this Agreement are fair to and in the best interests of the Company and the Stockholders and (iii) made the “Company Board Recommendation”). The Company has duly and validly executed and delivered this Agreement and, on or prior to the Closing, the Company will have duly and validly executed and delivered each Ancillary Agreement to which it is a party. This Agreement constitutes, and upon execution and delivery each of the Related Agreements Ancillary Agreement to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorizationwill constitute, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject to except as enforcement thereof may be limited by (xA) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, moratorium and similar laws, both state and federal, affecting the relief of debtors and enforcement of creditors’ rights or remedies in general, and general as from time to time in effect or (yB) rules the exercise by courts of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity powers.