Common use of Due Authorization Clause in Contracts

Due Authorization. (a) Each of OmniLit and Merger Sub has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, a legal, valid and binding obligation of each of OmniLit and Merger Sub, enforceable against OmniLit and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

Due Authorization. (a) Each of OmniLit and Merger Sub MediaAlpha Party has all requisite corporate full right, power and authority to (a) execute and deliver deliver, to the extent a party thereto, (i) this Agreement Agreement, (ii) the tax receivables agreement (the “Tax Receivables Agreement”) among the Company, the Selling Stockholder, the LLC and the documents contemplated herebyother parties thereto, (iii) the fourth amended and restated limited liability company agreement of the LLC (the “LLC Agreement”), (iv) the reorganization agreement (the “Reorganization Agreement”) among the Company, GHI, the LLC, the Selling Stockholder, the Founders and their respective Founder Holding Vehicles (each as defined in the Reorganization Agreement), Insignia (as defined in the Reorganization Agreement), QL LLC (as defined in the Reorganization Agreement), the Senior Executives (as defined in the Reorganization Agreement) and the other parties thereto, (v) the stockholders’ agreement (the “Stockholders’ Agreement”) among the Founders and their respective Founder Holding Vehicles (each as defined in the Stockholders’ Agreement), the Company, the Selling Stockholder and the other parties thereto, and (bvi) consummate the transactions contemplated hereby registration rights agreement (the “Registration Rights Agreement” and, together with this Agreement, the Tax Receivables Agreement, the LLC Agreement, the Reorganization Agreement, and thereby the Stockholders’ Agreement, the “Transaction Documents”) among the Company and certain stockholders party thereto, and to perform all its obligations to be performed by it hereunder and thereunder. The ; and all action required to be taken for the due and proper authorization, execution and delivery by it of this Agreement and each of the documents contemplated hereby Transaction Documents to which it is a party and the consummation by it of the transactions contemplated hereby and thereby have has been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, a legal, valid and binding obligation of each of OmniLit and Merger Sub, enforceable against OmniLit and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitytaken.

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

Due Authorization. (a) Each of OmniLit The execution, delivery and Merger Sub has all requisite corporate power performance by the Trust and authority to (a) execute and deliver this Agreement and the documents contemplated herebyPWPL, and (b) consummate where applicable other Affiliates of the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery Trust, of this Agreement and the documents contemplated hereby other Transaction Agreements to which they are a party, and the consummation by the Trust and PWPL, and where applicable other Affiliates of the transactions contemplated hereby Trust, of the Transaction, are (or will prior to Closing be) within the trust, partnership and thereby corporate powers of the Trust, PWPL and such other Affiliates of the Trust, respectively, and have been (ior will prior to Closing be) duly authorized, and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company proceeding trust, partnership or corporate proceedings on the part of OmniLit or Merger Sub is the Trust and PWPL, and where applicable other Affiliates of the Trust, are necessary to authorize the execution, delivery and performance of this Agreement and the documents contemplated hereby (other Transaction Agreements to which they are a party, except in the case of Transaction Agreements other than this Agreement, in respect of those proceedings on the part of Parties other than the OmniLit Stockholder Approval Trust and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)PWPL that will be undertaken prior to Closing. This Agreement has been, and at or prior to the Closing, Closing the other documents contemplated hereby Transaction Agreements to which they are a party will be, duly and validly executed and delivered by each of OmniLit the Trust and Merger SubPWPL, and where applicable other Affiliates of the Trust, and when duly executed and delivered by the parties thereto this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby Transaction Agreements to which they are a party will constitute, a constitute legal, valid and binding obligation agreements of each the Trust and PWPL, and where applicable other Affiliates of OmniLit and Merger Subthe Trust, enforceable against OmniLit and Merger Sub each of them in accordance with its their respective terms, subject to except in each case as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws laws affecting the enforcement of creditors’ rights generally and subject, as or by equitable principles relating to enforceability, to general principles regardless of equitywhether considered in a proceeding in equity or at law.

Due Authorization. (a) Each of OmniLit and Merger Sub the HTP Parties has all requisite corporate or limited liability power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each Ancillary Agreement to which such HTP Party is or will be a party and (b) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby each Ancillary Agreement to which a HTP Party is a party and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the Board board of Directors directors, board of OmniLit managers or managing member, as applicable, of each HTP Party, and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit no other corporate action or limited liability company action, as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding applicable on the part of OmniLit or Merger Sub any HTP Party is necessary to authorize this Agreement and or the documents contemplated hereby Ancillary Agreements to which such HTP Party is (or will be) a party (other than (x) the OmniLit Stockholder Approval and HTP Shareholder Approval, the adoption of this Agreement by OmniLit HTP in its capacity as the sole stockholder member of Company Merger Sub, which adoption will occur immediately following the execution of this Agreement by Company Merger Sub). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by each of OmniLit and Merger Subthe HTP Parties and, and assuming this Agreement constitutesconstitutes a legal, valid and at or prior to the Closing, binding obligation of the other documents contemplated hereby will constituteParties, this Agreement constitutes a legal, valid and binding obligation of each of OmniLit and Merger Subthe HTP Parties, enforceable against OmniLit and Merger Sub each of the HTP Parties in accordance with its terms, subject to applicable bankruptcythe Enforceability Exceptions. Each Ancillary Agreement to which a HTP Party will be a party, insolvencywhen executed and delivered by such HTP Party, fraudulent conveyancewill be duly and validly executed and delivered by such HTP Party, reorganizationand, moratorium assuming such Ancillary Agreement constitutes a legal, valid and similar Laws affecting creditors’ rights generally binding obligation of the other parties thereto, will constitute a legal, valid and subjectbinding obligation of such HTP Party, as enforceable against such HTP Party in accordance with its terms, subject to enforceability, to general principles of equitythe Enforceability Exceptions.

Due Authorization. SPAC has the requisite power and authority to: (a) Each of OmniLit execute, deliver and Merger Sub has all requisite corporate power and authority to (a) execute and deliver perform this Agreement and the documents contemplated herebyother Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and, to consummate the Transactions (including the Merger). The execution and delivery by SPAC of this Agreement and the other Transaction Agreements to which it is a party, and the consummation by SPAC of the Transactions (including the Merger), have been (or, for the Transaction Agreements to be executed at Closing, will be) duly and validly authorized by all necessary corporate actions on the part of SPAC, and no other proceedings on the part of SPAC are necessary to authorize this Agreement or the other Transaction Agreements to which it is a party or to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderor thereby, other than approval from the SPAC Stockholders. The execution and delivery of this This Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have other Transaction Agreements to which it is a party has been (i) duly and validly authorized and approved by or, for the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable Transaction Agreements to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub). This Agreement has been, and be executed at or prior to the Closing, the other documents contemplated hereby will be, ) duly and validly executed and delivered by each of OmniLit SPAC and, assuming the due authorization, execution and Merger Subdelivery thereof by the other Parties, and this Agreement constitutesconstitute (or, and for the Transaction Agreements to be executed at or prior to the Closing, the other documents contemplated hereby will constitute, a ) the legal, valid and binding obligation obligations of each of OmniLit and Merger SubSPAC, enforceable against OmniLit and Merger Sub SPAC in accordance with its their respective terms, subject to applicable bankruptcythe Remedies Exception. Assuming that a quorum (as determined pursuant to SPAC’s Organizational Documents) is present at the SPAC Stockholders’ Meeting, insolvency, fraudulent conveyance, reorganization, moratorium clause (a) and similar Laws affecting creditorsclause (c) of the definition of the SPAC Transaction Proposals shall require approval by the affirmative vote of a majority of the votes cast by the holders of SPAC Shares present in person or represented by proxy at the SPAC Stockholders’ rights generally Meeting and subject, as entitled to enforceability, vote thereon. The foregoing vote is the only vote of any of SPAC’s capital stock with regard to general principles entry into this Agreement by SPAC and the consummation of equitythe Transactions (including the Merger).

Due Authorization. (a) Each of OmniLit the Company, Pubco and Merger Sub has all requisite corporate organizational power and authority to (a) execute and deliver this Agreement and the documents contemplated herebyeach Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (bsubject to the receipt of the Company Requisite Approval) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board Company Board, the board of Directors directors of OmniLit Pubco (the “Pubco Board”), the sole stockholder of Pubco and by the Board of Directors sole member of Merger Sub and (ii) determined by upon receipt of the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company corporate proceeding on the part of OmniLit the Company, Pubco or Merger Sub is necessary to authorize this Agreement and or such Ancillary Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Company’s, Pubco’s or Merger Sub)’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by each of OmniLit the Company, Pubco and Merger SubSub and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit the Company, Pubco and Merger Sub, enforceable against OmniLit the Company, Pubco and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any equity interests of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. The Written Consent, if executed and delivered by the Company Members, would satisfy the Company Requisite Approval and no additional approval or vote from any holders of any equity interests of the Company, Pubco or Merger Sub would then be necessary to adopt this Agreement or approve the Transactions.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all the requisite corporate power and authority to (a) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the documents contemplated hereby other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares and the Warrants by the Company, and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Common Stock issuable upon conversion of the Series B Preferred Stock (the "Conversion Shares") and the reservation, issuance and sale of the Common Stock issuable upon exercise of the Warrants (the "Warrant Shares"), and the consummation by the Company of the transactions contemplated hereby and thereby have been thereby) (i) duly are within the corporate power and validly authorized and approved by authority of the Board of Directors of OmniLit and by the Board of Directors of Merger Sub Company and (ii) determined have been duly authorized by all necessary corporate action of the Company, subject to (A) the approval and adoption of each Series B Certificate of Designation by the Board of Directors of OmniLit as advisable to OmniLit and Company Board, (B) the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Series A Holder Approval and (C) the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company Stockholder Approval. This Agreement has been, and at or prior to the Closing, each of the other documents contemplated hereby will Transaction Documents to which the Company is a party when executed and delivered by the Company shall be, duly and validly executed and delivered by each the Company. Assuming due authorization, execution and delivery by the Purchaser of OmniLit and Merger Subthe Transaction Documents to which it is a party, and this Agreement constitutes, and at or prior to each of such other Transaction Documents when executed and delivered by the Closing, the other documents contemplated hereby will Company shall constitute, a legal, valid and binding obligation agreement of each of OmniLit and Merger Sub, the Company enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of each series of the Series B Preferred Stock shall be as set forth in the Series B Certificate of Designation pursuant to which such series shall be issued. The Preferred Shares have been validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company. The Conversion Shares and the Warrant Shares have been validly reserved for issuance and, when issued and delivered in accordance with the terms of the applicable Series B Certificate of Designation and the Warrants, respectively, shall be duly and validly issued and outstanding, fully paid and non-assessable, and not subject to the preemptive or other similar rights of the stockholders of the Company.

Due Authorization. (a) Each Other than the Company Stockholder Approval, each of OmniLit Inpixon and Merger Sub the Company has all requisite company or corporate power power, as applicable, and authority to (a) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (bsubject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which each of Inpixon and the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board each of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit Inpixon and the OmniLit Stockholders Company, and recommended for approval by the OmniLit Stockholders. No no other company or corporate proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and the other documents contemplated hereby (other than the OmniLit Stockholder Approval to which each of Inpixon and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company is a party contemplated hereby. This Agreement has been, and at on or prior to the Closing, the other documents to which each of Inpixon and the Company is a party contemplated hereby will be, duly and validly executed and delivered by each of OmniLit Inpixon and Merger Sub, the Company and this Agreement constitutes, and at on or prior to the Closing, the other documents to which each of Inpixon and the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each of OmniLit Inpixon and Merger Subthe Company, enforceable against OmniLit each of Inpixon and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

Due Authorization. (a) Each Other than the Company Stockholder Approvals and the consents listed on Section 4.2 of OmniLit the Company Disclosure Letter, each Murano Party and Merger Sub Group Company has all requisite company or corporate power power, as applicable, and authority to (a) execute and deliver this Agreement and the other documents to which it is or will be a party contemplated hereby, hereby and (bsubject to the approvals described in Section 4.4) to consummate the transactions contemplated hereby and thereby (including the Reorganization) and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which each Murano Party and Group Company is or will be a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby (including the Reorganization) have been (i) duly and validly authorized and approved by the shareholders, Board of Directors or similar governing body of OmniLit such Murano Party and by of the Board of Directors of Merger Sub Group Company, to the extent applicable and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit required under applicable Law, and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company corporate, or contractual proceeding other than the Company Stockholder Approvals on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and the other documents to which any Murano Party is or will be a party contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)hereby. This Agreement has been, and at on or prior to the ClosingClosing and upon execution by a Murano Party, the such other documents to which such Murano Party is or will be a party contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, such Murano Party and this Agreement subject to obtaining the authorizations listed on Section 4.2 of the Company Disclosure Letter, constitutes, assuming the due authorization, execution and at delivery by the other parties hereto, and on or prior to the Closing, the other documents to which such Murano Party is or will be a party contemplated hereby will will, subject to obtaining the authorizations listed on Section 4.2 of the Company Disclosure Letter, constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of OmniLit and Merger Subsuch Murano Party, enforceable against OmniLit and Merger Sub such Murano Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, concurso mercantil, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate or similar organizational power and authority to (a) execute and deliver this Agreement and the documents contemplated herebyeach Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (bsubject to the approvals described in Section 5.05) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby each Ancillary Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, have been (i) duly and validly authorized and approved by the Company Board of Directors of OmniLit and by and, except for the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Stockholder Approval, no other company proceeding corporate or similar organizational action on the part of OmniLit the Company or Merger Sub any of its Subsidiaries or any holders of any Equity Securities of the Company or any of its Subsidiaries is necessary to authorize this Agreement the execution and delivery by the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption Company of this Agreement or the Ancillary Agreements to which the Company is (or will be) a party, the performance by OmniLit as the sole stockholder Company of Merger Sub)its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by each of OmniLit and Merger Subthe Company and, and assuming this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, constitutes a legal, valid and binding obligation of each the other parties hereto, constitutes a legal, valid and binding obligation of OmniLit and Merger Subthe Company, enforceable against OmniLit the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Merger Sub similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party, when executed and delivered by the Company, will be duly and validly executed and delivered by the Company, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of TABLE OF CONTENTS the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

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

Due Authorization. (a) Each of OmniLit and Merger Sub Other than the Company Stockholder Approval, the Company has all requisite company or corporate power power, as applicable, and authority to (a) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (bsubject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunderthereunder (including the Company Recapitalization). The Company Stockholder Approval is the only approval by the Company’s stockholders necessary in connection with the consummation of the Merger under applicable Law (including the DGCL and the CCC) and the Company’s Governing Documents. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit the Company, and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company or corporate proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)hereby. This Agreement has been, and at on or prior to the ClosingClosing and upon execution by the Company, the such other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, the Company and this Agreement constitutes, assuming the due authorization, execution and at delivery by the other parties hereto, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

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

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

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

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each Transaction Agreement to which it is a party and (bsubject to the approvals described in Section 5.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the Board board of Directors directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by Company, and, other than the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Stockholder Approval, no other company corporate proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such Transaction Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to each such Transaction Agreement (when executed and delivered by the Closing, the other documents contemplated hereby Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such Transaction Agreement will constitute, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). At a meeting duly called and held, the board of directors of the Company has unanimously (i) determined that it is in the best interests of the Company and the stockholders of the Company, and declared it advisable, to enter into this Agreement providing for the Merger, (ii) approved this Agreement and the Transactions, including the Merger, on the terms and subject to the conditions of this Agreement, and (iii) adopted a resolution recommending that this Agreement and the Transactions, including the Merger, be adopted by the stockholders of the Company. The Company Stockholder Approval is the only vote or consent of holders of any class of equity securities of the Company or any of its Subsidiaries that is required to adopt this Agreement and approve the Transactions.

Due Authorization. (a) Each of OmniLit and Merger Sub the Buyer Parties has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and each other Transaction Agreement to which it is a party and, upon receipt of approval of the documents contemplated herebyBuyer Stockholder Matters by the Buyer Stockholders, to perform its obligations hereunder and (b) thereunder and to consummate the Transactions and the transactions contemplated hereby by such other Transaction Agreements (assuming, if such consummation and thereby and perform all obligations to be performed by it hereunder and thereunderperformance, as applicable, would occur after the Extension Approval End Date, that the Buyer Extension Approval has been obtained). The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such other Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby by such other Transaction Agreements (including the Extension Proposals) have been (i) duly duly, validly and validly unanimously among those voting authorized and approved by the Board board of Directors directors or equivalent governing body of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended applicable Buyer Party and, except for approval by the OmniLit Stockholders. No Buyer Stockholders of the Buyer Stockholder Matters and, if applicable, the Buyer Extension Approval, no other company corporate or equivalent proceeding on the part of OmniLit or Merger Sub any Buyer Party is necessary to authorize this Agreement or such other Transaction Agreements or any Buyer Party’s performance hereunder or thereunder. By Xxxxx’s execution and delivery hereof, it has provided all approvals on behalf of the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder equity holders of Merger Sub)Sub required for the Transactions. This Agreement has been, and at or prior each such other Transaction Agreement to the Closing, the other documents contemplated hereby which such Buyer Party will be party will be, duly and validly executed and delivered by such Buyer Party and, assuming due authorization and execution by each of OmniLit other Party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior each such other Transaction Agreement to the Closing, the other documents contemplated hereby which such Buyer Party will be party will constitute, a legal, valid and binding obligation of each of OmniLit and Merger Subsuch Buyer Party, enforceable against OmniLit and Merger Sub each Buyer Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions.

Due Authorization. (a) Each of OmniLit Acquiror and Merger Sub has all requisite corporate power and authority to (a) execute execute, deliver and deliver perform this Agreement and each ancillary agreement to this Agreement to which it is a party and, upon receipt of the documents contemplated herebyAcquiror Stockholder Approval, to perform its obligations hereunder and (b) thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly duly, validly and validly unanimously authorized and approved by the Board respective boards of Directors directors of OmniLit Acquiror and by the Board of Directors of Merger Sub and (ii) determined by and, except for the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Acquiror Stockholder Approval, no other company corporate proceeding on the part of OmniLit Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby or such ancillary agreements or Acquiror’s performance hereunder or thereunder (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit Acquiror in its capacity as the sole stockholder of Merger Sub, which adoption will occur immediately following execution of this Agreement). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by each of OmniLit Acquiror and Merger SubSub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will constitute, a legal, valid and binding obligation of each of OmniLit Acquiror and Merger Sub, enforceable against OmniLit Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

Due Authorization. (a) Each of OmniLit Acquiror and Merger Sub has all requisite corporate or entity power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each Ancillary Document to this Agreement to which it is a party and (bsubject to the approvals described in Section 5.7) (in the case of Acquiror), upon receipt of the Acquiror Stockholder Approval and effectiveness of the PubCo Charter, to perform its respective obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery, and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Documents by each of Acquiror and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been (i) duly duly, validly, and validly unanimously authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub all requisite action and (ii) determined by in the Board case of Directors of OmniLit as advisable to OmniLit and Acquiror), except for the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Acquiror Stockholder Approval, no other company corporate or equivalent proceeding on the part of OmniLit Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger or such Ancillary Documents or Acquiror’s or Xxxxxx Sub)’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Document will be, duly and validly executed and delivered by each of OmniLit Acquiror and Merger SubSub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Document will constitute, a legal, valid and binding obligation of each of OmniLit Acquiror and Merger Sub, enforceable against OmniLit each of Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

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

Due Authorization. (a) Each of OmniLit and Merger Sub Holdings has all the requisite corporate limited liability company power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each Transaction Agreement to which it is a party and (bsubject to the approvals described in Section 5.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board board of Directors managers of OmniLit Holdings and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other limited liability company proceeding on the part of OmniLit Holdings or Merger Sub any of its equityholders is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)or such Transaction Agreements or Holdings’ performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Transaction Agreement (when executed and delivered by Holdings) will be, duly and validly executed and delivered by Holdings and, assuming due and valid authorization, execution and delivery by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such Transaction Agreement will constitute, a legal, valid and binding obligation of each of OmniLit and Merger SubHoldings, enforceable against OmniLit and Merger Sub Holdings in accordance with its terms, subject to applicable bankruptcythe Enforceability Exceptions. The copy of the Holdings Board Approval provided to Acquiror prior to the date hereof is true, insolvencycorrect and complete, fraudulent conveyanceis effective and has not been revoked and is the only approval of the board of managers of Holdings or any of the equityholders of Holdings to approve relating to the Transaction Agreements, reorganization, moratorium the transactions contemplated hereby and similar Laws affecting creditors’ rights generally thereby and subject, as to enforceability, to general principles the performance of equitythe obligations of Holdings hereunder and thereunder.

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

Due Authorization. (a) Each of OmniLit and Merger Sub Buyer has all requisite corporate power and authority to (a) execute execute, deliver and deliver perform this Agreement and the documents contemplated hereby, Ancillary Agreements to which it is a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by Buyer of this Agreement and the documents contemplated hereby Ancillary Agreements to which it is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby (including the Restructuring) have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding all requisite corporate action on the part of OmniLit Buyer (including on the part of its board of directors), and no other corporate actions or Merger Sub is proceedings on the part of Buyer are necessary to authorize the execution, delivery and performance by Buyer of this Agreement and Agreement, the documents Ancillary Agreements to which it is a party or the transactions contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)or thereby. This Agreement Buyer has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit this Agreement and, prior to or at the Closing, Buyer will have duly and Merger Sub, validly executed and this delivered the Ancillary Agreements to which it is a party. This Agreement constitutes, and at or prior upon execution and delivery thereof the Ancillary Agreements to the Closing, the other documents contemplated hereby which Buyer is a party will constitute, a assuming due execution and delivery hereof and thereof by all other parties hereto and thereto, legal, valid and binding obligation obligations of each of OmniLit and Merger SubBuyer, enforceable against OmniLit and Merger Sub Buyer in accordance with its their respective terms, subject except as may be limited by the Enforceability Limitations. No “fair price,” “moratorium,” “control share acquisition” or other similar antitakeover statute or similar statute or regulation applies to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as Buyer with respect to enforceability, to general principles of equitythis Agreement or the transactions contemplated hereby.

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

Due Authorization. (a) Each of OmniLit ListCo and Merger Sub has all requisite corporate power and authority to (a) execute and deliver this Agreement, the Plan of Merger and each other Transaction Agreement and the documents contemplated hereby, to which it is or will be a party and (bsubject to the consents, approvals, authorizations and other requirements described in Section 5.03 or Section 5.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement Agreement, the Plan of Merger and the documents contemplated hereby such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the Board board of Directors directors of OmniLit and by ListCo, the Board sole shareholder of Directors Merger Sub, the board of directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company corporate or equivalent proceeding on the part of OmniLit ListCo or Merger Sub is necessary to authorize this Agreement and Agreement, the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder Plan of Merger or such other Transaction Agreements or ListCo’s or Merger Sub’s performance hereunder or thereunder (except that the ListCo Shareholder Approval is a condition to the consummation of the Merger). This Agreement has been, and at each of the Plan of Merger and such other Transaction Agreement has been or prior to the Closing, the other documents contemplated hereby will be, be (when executed and delivered by ListCo and Merger Sub) duly and validly executed and delivered by each of OmniLit ListCo and Merger SubSub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at each of the Plan of Merger and such other Transaction Agreement constitutes or prior to the Closing, the other documents contemplated hereby will constitute, constitute a legal, valid and binding obligation of each of OmniLit ListCo and Merger Sub, enforceable against OmniLit ListCo and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Enforceability Exceptions.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite right, corporate power ----------------- and authority to (a) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the documents contemplated hereby other Transaction Documents to which it is a party, the issuance, sale and delivery of the Preferred Shares by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares upon conversion of the Preferred Stock and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company, and (b) have been (i) duly and validly authorized and approved by all necessary corporate action of the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company. This Agreement has been, and at or prior to the Closing, each of the other documents contemplated hereby Transaction Documents to which the Company is a party when executed and delivered by the Company will be, duly and validly executed and delivered by each of OmniLit and Merger Subthe Company, and this Agreement constitutes, and at or prior to each of such other Transaction Documents when executed and delivered by the Closing, the other documents contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of each of OmniLit and Merger Sub, the Company enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable terms except as such enforcement is limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium insolvency and other similar Laws laws affecting the enforcement of creditors’ ' rights generally and subject, as to enforceability, to for limitations imposed by general principles of equity.. The Shares have been validly reserved for issuance, and upon issuance, will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Series B Preferred Stock and the Series C Preferred Stock will be as set forth in the Certificate of Designation for the Series B Preferred Stock and the Certificate of Designation for the Series C Preferred Stock (the "Certificates of Designation"), the forms --------------------------- of which are attached to this Agreement as Exhibits 2.2A and

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate full power and authority to (a) execute and deliver enter into this Agreement and the documents contemplated hereby, Transaction Documents to which it is a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby Transaction Documents have been duly and validly approved by the consummation Company’s board of directors and no other actions or proceedings on the part of the Company are necessary to authorize this Agreement, the Transaction Documents and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholdersthereby. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub). This Agreement The Company has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, and this Agreement constitutes, and at has duly and validly executed and delivered (or prior to or at the Closing, the other documents contemplated hereby Closing will constitute, a duly and validly execute and deliver) its Transaction Documents. This Agreement constitutes legal, valid and binding obligation obligations of the Company and each Transaction Document upon execution and delivery by the Company will constitute legal, valid and binding obligations of OmniLit and Merger Subthe Company, in each case, enforceable against OmniLit and Merger Sub in accordance with its their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect which affect the enforcement of creditors’ rights generally and subjectby equitable limitations on the availability of specific remedies. The Preferred Stock and the Warrants have been duly authorized and, as when issued upon payment thereof in accordance with this Agreement, will have been validly issued, fully paid and non-assessable. The Conversion Shares issuable with respect to enforceabilitythe Preferred Stock have been duly authorized and validly reserved for issuance, to general principles and when issued upon conversion of equitythe Preferred Stock in accordance with the terms of the Certificate of Designations, will have been validly issued, fully paid and non-assessable. The Warrant Shares have been duly authorized and validly reserved for issuance, and when issued upon exercise of the Warrants in accordance with the terms thereof, will have been validly issued, fully paid and non-assessable.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite right, corporate power and authority to (a) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the documents contemplated hereby other Transaction Documents to which it is a party, the issuance and sale of the Preferred Stock and the Warrants by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Shares and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company and (b) have been (i) duly authorized by all requisite corporate proceedings on the part of the Company, except for the approval by the stockholders of the Company referenced in Section 4.5. The Board of Directors has determined that it is advisable and validly authorized in the best interest of the Company's stockholders for the Company to consummate the issuance and approved by sale of the Preferred Stock and the Warrants upon the terms and subject to the conditions set forth in this Agreement, and has unanimously recommended that the Company's stockholders approve and adopt this Agreement and the other transactions referenced in Section 4.5; provided, however, any such recommendation of the Board of Directors of OmniLit and may be withdrawn, modified or amended to the extent permitted by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption Section 4.5 of this Agreement by OmniLit as the sole stockholder of Merger Sub)Agreement. This Agreement has been, and at or prior to the Closing, each of the other documents contemplated hereby Transaction Documents to which the Company is a party when executed and delivered by the Company will be, duly and validly executed and delivered by each of OmniLit and Merger Subthe Company, and this Agreement constitutes, and at or prior to each of such other Transaction Documents when executed and delivered by the Closing, the other documents contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of each of OmniLit and Merger Sub, the Company enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ now or hereafter in effect relating to the rights of creditors generally and subjectby legal and equitable limitations on the enforceability of specific remedies (regardless of whether enforcement is considered in a proceeding in equity or at law). The Shares have been validly reserved for issuance, and upon payment of the Purchase Price and issuance in accordance with the Certificates of Designation, or the Warrant, as to enforceabilitythe case may be, to general principles will be duly and validly issued and outstanding, fully paid, and nonassessable. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of equitythe Series A Preferred Stock and the Series B Preferred Stock will be set forth in the Certificate of Designation of the Series A Preferred Stock and the Certificate of Designation of the Series B Preferred Stock, respectively (collectively, the "Certificates of Designation"), the forms of which are attached as Exhibit 2.2.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite right, corporate power and authority to (a) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the documents contemplated hereby other Transaction Documents to which it is a party, the issuance and sale of the Notes, the GS Shares and the Preferred Stock by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the Conversion Shares and the consummation by the Company of the transactions contemplated hereby and thereby thereby) (a) are within the corporate power and authority of the Company and (b) have been (i) duly authorized by all requisite corporate proceedings on the part of the Company, except for the approval by the stockholders of the Company referenced in Section 5.6. The Board of Directors has determined that it is advisable and validly authorized in the best interest of the Company's stockholders for the Company to consummate the issuance and approved by sale of the Notes, the GS Shares and the Preferred Stock upon the terms and subject to the conditions set forth in this Agreement, and has unanimously recommended that the Company's stockholders approve the transactions referenced in Section 5.6. As of the date hereof, the Board of Directors consist of OmniLit seven directors and by the Initial Noteholder Designee shall be duly appointed to serve as a member of the Board of Directors and the Executive Committee of Merger Sub and (ii) determined by the Board of Directors as of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)January 20, 2000. This Agreement has been, and at or prior to the Closing, each of the other documents contemplated hereby Transaction Documents to which the Company is a party when executed and delivered by the Company will be, duly and validly executed and delivered by each of OmniLit and Merger Subthe Company, and this Agreement constitutes, and at or prior to each of such other Transaction Documents when executed and delivered by the Closing, the other documents contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of each of OmniLit and Merger Sub, the Company enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ now or hereafter in effect relating to the rights generally of creditors generally. The GS Shares have been duly and subjectvalidly issued and are outstanding, as to enforceabilityfully paid and nonassessable. The Conversion Shares at the Second Closing will be validly reserved for issuance, to general principles and upon issuance in accordance with the Certificate of equityDesignation will be duly and validly issued and outstanding, fully paid and nonassessable.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate company power and authority to (a) execute and deliver this Agreement and each Ancillary Document to this Agreement to which it is a party and (subject to the documents contemplated herebyapprovals described in Section 4.5 and the adoption of this Agreement and approval of the Merger by holders of (i) a majority of the voting power of the outstanding shares of Company Capital Stock, voting as a single class in accordance with the Company Certificate of Incorporation, (ii) a majority of the then-outstanding shares of Company Preferred Stock (the “Company Requisite Approval”), and (biii) the Company Preferred Stock Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby thereby. Prior to the Closing, the Company has received or shall have received the consent of at least a majority of the outstanding shares of Company Preferred Stock approving the transactions contemplated hereby and perform all obligations to be performed by it hereunder and thereunderthe Omnibus Exchange Agreement, including each item set forth on the Attachment “Exchange” (the “Company Preferred Stock Requisite Approval”). The execution execution, delivery, and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and, upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit Company Requisite Approval and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Preferred Stock Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such Ancillary Documents or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Document will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid valid, and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval and the Company Preferred Stock Requisite Approval are the only votes of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. (a) Each Other than the adoption and approval by the Requisite Company Stockholders of OmniLit this Agreement and the other documents to which the Company is a party as contemplated hereby and the transactions contemplated by this Agreement and thereby, including the Merger Sub (the “Company Stockholder Approval”), the Company has all requisite company or corporate power power, as applicable, and authority to (ai) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, and (bii) (subject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit the Company, and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company or corporate proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)hereby. This Agreement has been, and at on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, the Company and this Agreement constitutes, and at or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit Acquiror and Merger Xxxxxx Sub has all requisite company or corporate power and authority to (ai) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, and (bii) (subject to the approvals described in Section 5.7) consummate the transactions contemplated hereby and thereby and (iii) perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which Acquiror is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and Acquiror, by the Board of Directors of Merger Sub and by Acquiror as the sole stockholder of Merger Sub, (ii) determined by the Board of Directors of OmniLit Acquiror as advisable to OmniLit Acquiror and the OmniLit Stockholders Acquiror Shareholders and (iii) recommended for approval by the OmniLit StockholdersAcquiror Shareholders. No other company or corporate proceeding on the part of OmniLit Acquiror or Merger Sub is necessary to authorize this Agreement and the other documents to which Acquiror is a party contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger SubAcquiror Shareholder Approval). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit Acquiror and Merger Sub, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, assuming due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of OmniLit Acquiror and Merger Sub, enforceable against OmniLit Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate company power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each other Transaction Agreement to which it is a party and (bsubject to the approvals described in Section 5.05 and the adoption of this Agreement and the approval of the Transactions by holders of (i) a majority of the voting power of the outstanding Company Class 1 Common Stock and (ii) a majority of the voting power of the Company Class 1 Common Stock, Company Class 2 Common Stock, Class 3 Common Stock and Company Preferred Stock voting together as a single class (the majorities described in clauses “(i),” and “(ii),” collectively, the “Company Requisite Approval”)), to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and, upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize or adopt this Agreement and or such other Transaction Agreements or to authorize the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at each such other Transaction Agreement have been or prior to the Closing, the other documents contemplated hereby will be, as applicable, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. All actions relating to the solicitation and obtaining of the Company Requisite Approval pursuant to the Shareholder Written Consent have been taken in compliance with applicable Law in the State of Washington.

Due Authorization. (a) Each of OmniLit ADP Mergerco and Merger Sub has all requisite corporate ADP have full power and authority to (a) execute enter into and deliver perform their obligations under this Agreement and the documents contemplated herebyeach agreement, instrument and document required to be executed by ADP Mergerco or ADP in accordance with this Agreement. The execution, delivery, and (b) consummate the transactions contemplated hereby performance by ADP Mergerco and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery ADP of this Agreement and the documents contemplated hereby agreements, documents, and the consummation of the transactions contemplated hereby instruments required to be executed and thereby have been delivered by ADP Mergerco and ADP in accordance with this Agreement (i) have been duly and validly authorized and approved by the Board Boards of Directors of OmniLit ADP Mergerco and by the Board of Directors of Merger Sub ADP, respectively, and (ii) determined by do not require the Board consent of Directors the shareholders of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)ADP. This Agreement has beenbeen and the agreements, documents, and at or prior instruments required to be executed and delivered by ADP Mergerco and ADP in accordance with this Agreement on the Closing, the other documents contemplated hereby Closing Date will be, have been duly and validly executed and delivered by each of OmniLit ADP Mergerco and Merger SubADP and constitute, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, a legal, valid and binding obligation obligations of each of OmniLit ADP Mergerco and Merger SubADP, enforceable against OmniLit ADP Mergerco and Merger Sub ADP in accordance with its their respective terms, except that (i) such validity, binding effect and enforceability may be subject to applicable bankruptcy, insolvency, fraudulent conveyancetransfer, reorganizationor other laws, moratorium and similar Laws now or hereafter in effect, affecting creditors’ ' rights generally generally, and subject(ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses (including commercial reasonableness, as good faith, and fair dealing) and to enforceabilitythe discretion of the court before which any proceeding therefor may be brought. None of the execution, delivery or performance of this Agreement or any other agreement, instrument, or document to general principles be executed by ADP Mergerco or ADP in accordance with this Agreement will (a) violate any foreign, federal, state, county, or local law, rule, or regulation or any order, writ, injunction, or decree of equityany court, agency or governmental body applicable to ADP Mergerco or ADP or their properties, (b) violate or conflict with, or permit the cancellation of, any agreement to which ADP Mergerco or ADP is a party, or by which either of them or any of their properties are bound, or result in the creation of any lien, security interest, charge, or encumbrance upon any of such properties, or (c) violate or conflict with any provision of the Certificate of Incorporation or the Bylaws of either ADP Mergerco or ADP.

Due Authorization. (a) Each of OmniLit and Merger Sub Buyer has all requisite corporate full power and authority to (a) execute execute, deliver and deliver perform this Agreement Agreement, the Assignment and Assumption Agreement, the Loan Documents and the documents contemplated herebySubleases, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement Agreement, the Assignment and Assumption Agreement, the Loan Documents and the documents contemplated hereby Subleases and the consummation performance of all obligations hereunder and thereunder have been duly authorized by Buyer. The signing, delivery and performance of this Agreement, the Assignment and Assumption Agreement, the Loan Documents and the Subleases by Buyer is not prohibited or limited by, and will not result in the breach of or a default under any provision of the transactions contemplated hereby partnership agreement of Buyer or of any order, writ, injunction or decree of any court or governmental instrumentality, and thereby have been (i) duly and validly authorized and approved by will not result in any lien, encumbrance or charge on any of the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Purchased Assets. This Agreement has been, and at or prior to on the ClosingClosing Date the Assignment and Assumption Agreement, the other documents contemplated hereby Loan Documents and the Subleases will behave been, duly and validly executed and delivered by each of OmniLit Buyer and Merger Sub, and this Agreement constitutes, or, in the case of the Assignment and at or prior to the ClosingAssumption Agreement, the other documents contemplated hereby Loan Documents and the Subleases will constitute, a the legal, valid and binding obligation of each of OmniLit and Merger SubBuyer, enforceable against OmniLit and Merger Sub Buyer in accordance with its terms, subject to their respective terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and similar Laws reorganization or other laws of general application relating to or affecting creditors’ ' rights generally generally. Xxxxx has full power and subjectauthority to execute, delivery and perform this Agreement. The signing, delivery and performance of this Agreement by Xxxxx is not prohibited or limited by, and will not result in the breach of or a default under any order, writ, injunction or decree of any court or governmental instrumentality, and will not result in any lien, encumbrance or charge on any of the Purchased Assets. This Agreement has been duly executed and delivered by Xxxxx and constitutes the legal, valid and binding obligation of Xxxxx enforceable against Xxxxx in accordance with its terms except as enforceability may be limited or affected by applicable bankruptcy, insolvency, moratorium, reorganization or other laws of general application relating to enforceability, to general principles of equityor effecting creditors' rights generally.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated herebyother Transaction Documents, to perform its obligations hereunder and (b) thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and the documents contemplated hereby other Transaction Documents, the performance by the Company of its obligations hereunder and thereunder and the consummation by the Company of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit Company Board, and, except for the filing with, and registration by the Board Registrar of Directors the Articles of Merger Sub and (ii) determined by the Board Plan of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Merger, no other company proceeding corporate action on the part of OmniLit or Merger Sub the Company is necessary to authorize the execution and delivery by the Company of this Agreement or the other Transaction Documents, the performance by the Company of its obligations hereunder or thereunder or the consummation by the Company of the transactions contemplated hereby or thereby. Each of this Agreement and the documents contemplated hereby (other than Transaction Documents has been or, in the OmniLit Stockholder Approval and case of the adoption Articles of this Agreement by OmniLit as the sole stockholder of Merger Sub). This Agreement has beenMerger, and at or will be prior to the Closing, the other documents contemplated hereby will beEffective Time, duly and validly executed and delivered by the Company and (assuming that this Agreement and each of OmniLit and Merger Sub, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby Transaction Documents to which the Company is, or will constituteat the Effective Time be, a party constitutes a legal, valid and binding obligation of each of OmniLit Parent and Merger SubSub (as applicable)) constitutes or will constitute a legal, valid and binding obligation of the Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”).

Due Authorization. (a) Each of OmniLit the Company and Merger Sub has all requisite corporate power and authority to to: (ai) execute execute, deliver and deliver perform this Agreement and the documents contemplated hereby, other Transaction Agreements to which it is a party and (bii) carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby Transactions (including the Mergers), in each case, subject to the consents, approvals, authorizations and thereby and perform all obligations to be performed by it hereunder and thereunderother requirements described in Section 4.5. The execution execution, delivery and delivery performance by each of Merger Sub and the Company of this Agreement and the documents contemplated hereby other Transaction Agreements to which it is a party and the consummation by Merger Sub and the Company of the transactions contemplated hereby and thereby Transactions (including the Mergers) have been (i) duly and validly authorized and approved by all requisite action, including approval by the Board board of Directors directors of OmniLit the Company and by Merger Sub, the Board of Directors sole stockholder of Merger Sub and (ii) determined and, following receipt of the Requisite Company Stockholder Approval, the Company Stockholders as required by the Board of Directors of OmniLit as advisable to OmniLit DGCL and the OmniLit Stockholders CCC, and recommended for approval by the OmniLit Stockholders. No no other company corporate proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and the documents contemplated hereby (other than Transaction Agreements or the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has beenbeen and, upon execution by the Company and Merger Sub, such other Transaction Agreements to which it is a party will be, at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit the Company and Merger Sub, Sub and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, a (assuming any such agreement constitutes an authorized legal, valid and binding obligation of each the counterparties thereto) constitute the legal, valid and binding obligation of OmniLit the Company and Merger Sub, enforceable against OmniLit the Company and Merger Sub in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity) (collectively, the “Remedies Exception”).

Due Authorization. (a) Each of OmniLit Seller and Merger Sub has Cargill have all requisite corporate power and authority to (a) execute execute, deliver and deliver perform this Agreement and the documents contemplated hereby, Ancillary Agreements to which each is a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance by Seller and Cargill of this Agreement and the documents contemplated hereby Ancillary Agreements to which each is a party and the consummation by Seller and Cargill of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding all necessary corporate action on the part of OmniLit Seller and Cargill and no other corporate actions or Merger Sub is proceedings on the part of Seller or Cargill are necessary to authorize the execution, delivery and performance by Seller and Cargill of this Agreement and by Seller and Cargill of the documents Ancillary Agreements to which each is a party or the transactions contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)thereby. This Agreement has been, Seller and at or prior to the Closing, the other documents contemplated hereby will be, Cargill have duly and validly executed and delivered by this Agreement and have duly and validly executed and delivered (or prior to or at the Closing will duly and validly execute and deliver) the Ancillary Agreements to which each of OmniLit and Merger Sub, and this is a party. This Agreement constitutes, and at or prior upon execution and delivery thereof (assuming due execution and delivery thereof by all other parties thereto) the Ancillary Agreements to the Closing, the other documents contemplated hereby which Seller and Cargill are a party will constitute, a legal, valid and binding obligation obligations of each of OmniLit Seller and Merger SubCargill, enforceable against OmniLit Seller and Merger Sub Cargill in accordance with its their respective terms, subject to except as may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect which affect creditors’ ' rights generally and subject, as to enforceability, to general generally; or (b) principles of equityequity including legal or equitable limitations on the availability of specific remedies.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate power and authority to (a) execute and deliver this Agreement and all other instruments and ancillary agreements contemplated by this Agreement to which the documents contemplated hereby, Company is a party and (bsubject to the approvals described in Section 4.05 and the adoption of this Agreement by holders of a majority of the voting power of the outstanding shares of Company Common Stock (the “Company Requisite Approval”) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and such instruments and ancillary agreements to which the documents contemplated hereby Company is a party and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such ancillary agreements to which the documents contemplated hereby (other than Company is a party or the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such instrument and ancillary agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. (a) Each of OmniLit Merger Partner and Merger Sub Partner Equityholder has all requisite limited liability company and partnership power and authority, respectively, to execute and deliver this Agreement and (subject to the receipt of the Consents described in Section 6.4), will, prior to the Closing, have all requisite corporate power and authority to (a) execute and deliver this Agreement the Transaction Documents to which it will be a party at the Effective Time and the documents contemplated hereby, and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by Xxxxxx Partner and Merger Partner Equityholder of this Agreement and the documents contemplated hereby and the consummation Transaction Documents to which it is a party as of the transactions contemplated hereby and thereby date hereof have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit all necessary and by the Board of Directors of Merger Sub proper limited liability company and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit partnership action on its part, and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company proceeding corporate action on the part of OmniLit or Merger Sub Partner is necessary to authorize this Agreement or the Transaction Documents to which it is a party as of the date hereof. Prior to the Effective Time, the execution and delivery by each of Merger Partner and Merger Partner Equityholder of any other Transaction Documents to which it will be a party will be duly and validly authorized and approved by all necessary and proper corporate action on its part and no other corporate action on the documents contemplated hereby (part of Merger Partner or Merger Partner Equityholder will be necessary to authorize the other than Transaction Documents to which it will be a party at the OmniLit Stockholder Approval and the adoption Effective Time. Each of this Agreement by OmniLit as and the sole stockholder of Merger Sub). This Agreement Transaction Documents to which it is or will be a party at the Effective Time has been, or when executed and at or prior to the Closing, the other documents contemplated hereby delivered will be, duly and validly executed and delivered by Xxxxxx Partner and Merger Partner Equityholder and (assuming that this Agreement or such other applicable Transaction Documents to which each of OmniLit and Merger Sub, and this Agreement constitutes, and the Company or SpinCo is or will be a party at or prior to the Closing, the other documents contemplated hereby will constitute, Effective Time constitutes a legal, valid and binding obligation of each of OmniLit the Company and SpinCo (as applicable)) constitutes or will constitute a legal, valid and binding obligation of Merger Partner and Merger SubPartner Equityholder, enforceable against OmniLit Merger Partner and Merger Sub Partner Equityholder in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception.

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

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

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, other Transaction Agreements to which it is or will be a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby other Transaction Agreements to which it is or will be a party by the Company and the consummation by the Company of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit the Company, and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company corporate proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or the documents contemplated hereby other Transaction Agreements to which it is or will be a party (other than the OmniLit Stockholder Approval Merger Consent). The Board of Directors of the Company has unanimously (i) declared that the Merger and the other transactions contemplated by this Agreement are advisable, fair to and in the best interests of the Company and its stockholders, (ii) approved this Agreement in accordance with the provisions of the DGCL, (iii) directed that this Agreement and the Merger be submitted to the stockholders of the Company for their adoption and approval by written consent and (iv) resolved to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement by OmniLit as and the sole stockholder approval of Merger Sub)the Merger. This Agreement has been, been (and at or prior to the Closing, the other documents contemplated hereby Transaction Agreements to which it is or will be a party will be, ) duly and validly executed and delivered by each of OmniLit the Company and Merger Sub, and (assuming this Agreement constitutes, and at or prior to the Closing, the such other documents contemplated hereby will constitute, Transaction Agreements constitute a legal, valid and binding obligation of each the other parties thereto) will, upon such execution and delivery, constitute a legal, valid and binding obligation of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”). The Merger Consent is the only approval or consent of the Pre-Closing Holders or other holders of the Company and its Subsidiaries’ capital stock or other equity necessary in connection with the execution and delivery by the Company of, or the performance by the Company of its obligations under, this Agreement and the other Transaction Agreements to which it is or will be a party, or the consummation by the Company of the transactions contemplated hereby or thereby, and there are no votes, approvals, consents or other proceedings of the stockholders of the Company and its Subsidiaries (other than those that have been obtained prior to the execution of this Agreement) necessary in connection with the execution and delivery by the Company of, or the performance by the Company of its obligations under, this Agreement and the other Transaction Agreements to which it is or will be a party, or the consummation by the Company of the transactions contemplated hereby or thereby. The Written Consents, when executed and delivered, shall constitute a valid, irrevocable and effective adoption of this Agreement and the other Transaction Agreements in compliance with applicable Law and the Company’s Organizational Documents.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite right, corporate power ----------------- and authority to (a) execute and deliver enter into this Agreement and each of the documents contemplated hereby, other Transaction Documents to which it is a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and each of the documents contemplated hereby other Transaction Documents to which it is a party, the issuance and sale of the Preferred Stock and the Warrants by the Company and the compliance by the Company with each of the provisions of this Agreement and each of the other Transaction Documents to which it is a party (including the reservation and issuance of the shares of Common Stock on any conversion of the Preferred Stock or any exercise of the Warrants (collectively, the "Common ------ Shares") and the consummation by the Company of the transactions contemplated ------ hereby and thereby thereby) (a) are within the corporate power and authority of the Company and (b) have been (i) duly and validly authorized and approved by all requisite corporate proceedings on the part of the Board of Directors and, if applicable, to the stockholders of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company. This Agreement has been, and at or prior to the Closing, each of the other documents contemplated hereby Transaction Documents to which the Company is a party when executed and delivered by the Company will be, duly and validly executed and delivered by each of OmniLit and Merger Subthe Company, and this Agreement constitutes, and at or prior to each of such other Transaction Documents (other than the Closing, Preferred Shares) when executed and delivered by the other documents contemplated hereby Company will constitute, a legal, valid and binding obligation agreement of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to except as enforceability against the Company may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ now or hereafter in effect relating to the rights of creditors generally and subjectby legal and equitable limitations on the enforceability of specific remedies (regardless of whether enforcement is considered in a proceeding in equity or at law). The shares of Preferred Stock and all Common Shares issuable upon conversion of the Preferred Stock and exercise of the Warrants have been validly reserved for issuance, and upon payment of the Purchase Price in the case of the Preferred Stock and Warrants and upon conversion of the Preferred Stock or the exchange of the Warrants in the case of the Common Shares, such shares of Preferred Stock, Warrants and Common Shares, as to enforceabilitythe case may be, to general principles will be duly and validly issued and outstanding, fully paid, and nonassessable and issued free of equitypreemptive rights. The terms, designations, powers, preferences and relative participation, optional and other special rights, qualifications, limitations and restrictions of the Preferred Stock will be set forth in the Certificate of Designation of the Preferred Stock (the "Certificate of Designation"), the form of which is -------------------------- attached as Exhibit 2.2.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate company power and authority to (a) execute and deliver this Agreement and each Ancillary Agreement to this Agreement to which it is a party and (subject to the documents contemplated herebyapprovals described in Section 4.05 and the adoption of this Agreement and approval of the Merger by holders of (i) a majority of the voting power of the outstanding shares of Company Capital Stock, voting on an as converted basis, and (bii) a majority of the voting power of the outstanding shares of Company Preferred Stock (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such Ancillary Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. (a) Each of OmniLit The execution, delivery and Merger Sub has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed performance by it hereunder and thereunder. The execution and delivery such Blocker of this Agreement and the documents contemplated hereby any Ancillary Agreement to which it is a party and the consummation by it of the transactions contemplated hereby and thereby thereby, as applicable, have been (i) duly authorized by such entity’s board of directors, board of managers, manager or managing member, as applicable, and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company proceeding proceedings on the part of OmniLit or Merger Sub such entity is necessary to authorize the execution, delivery and performance of this Agreement and Agreement, any Ancillary Agreements to which it is a party or the documents transactions contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit thereby, as the sole stockholder of Merger Sub)applicable. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by such Blocker and (assuming due authorization, execution and delivery by each of OmniLit and Merger Sub, and other party hereto) this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, constitutes a legal, valid and binding obligation of each of OmniLit and Merger Sub, such entity enforceable against OmniLit and Merger Sub such entity in accordance with its terms, subject to except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or similar Laws laws affecting the enforcement of creditors’ rights generally and subjectas limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). When each Ancillary Agreement to which such Blocker is or will be a party has been duly executed and delivered by such entity (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement will constitute a legal and binding obligation of such entity, enforceable against it in accordance with its terms, except as to enforceabilitythe enforceability thereof may be limited by any applicable bankruptcy, to general insolvency, reorganization, moratorium, fraudulent conveyance or similar laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles of (whether considered in a proceeding at law or in equity).

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each Transaction Agreement to which it is a party and (bsubject to obtaining the Requisite Company Approval and the approvals described in Section 4.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company corporate proceeding on the part of OmniLit or Merger Sub the Company (other than obtaining the Requisite Company Approval) is necessary to authorize this Agreement and or such Transaction Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior each Transaction Agreement to which the Closing, Company is a party (when executed and delivered by the other documents contemplated hereby Company) will be, duly and validly executed and delivered by the Company and, assuming due and valid authorization, execution and delivery by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to each such Transaction Agreement (when executed and delivered by the Closing, the other documents contemplated hereby Company) will constitute, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). The Company Board Approval is sufficient to ensure that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the Merger, this Agreement, the Transaction Agreements or the other Transactions. To the knowledge of the Company, no other state takeover statute is applicable to the Merger or the other Transactions. The approval of the Company Minimum Holders (the “Requisite Company Approval”) is the only vote of the holders of any class or series of Company Capital Stock required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate company power and authority to (a) execute and deliver this Agreement and each ancillary agreement to this Agreement to which it is a party and (subject to the documents contemplated hereby, approvals described in Section 4.05 and the adoption of this Agreement by (a) holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (treated as Company Common Stock on an "as converted basis") voting together as a single class and (b) holders of a majority of the outstanding shares of Company Preferred Stock (treated as Company Common Stock on an "as converted basis") voting together as a single class (the "Company Requisite Approval") to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such ancillary agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company's performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. (a) Each As of OmniLit and Merger Sub the date of this Agreement, the Company has obtained the Company Advance Shareholder Approval. Other than the Company Requisite Approval, the Company has all requisite corporate company power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each Ancillary Agreement to this Agreement to which it is a party and (bsubject to the approvals described in Section 4.05 and the Company Requisite Approval) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such Ancillary Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Advance Shareholder Approval and the Company Requisite Approval are the only votes of the holders of any class or series of shares in the capital of the Company required to approve and adopt this Agreement and approve the Transactions.

Due Authorization. (a) Each of OmniLit and Merger Sub Subject to the approvals described in Section 4.05, the Company has all requisite corporate company power and authority authority, including written approval of (i) the holders of a majority of the voting power of the outstanding shares of the Company Common Stock, (ii) the holders of a majority of the voting power of the outstanding shares of the Series A Preferred (on an “as converted basis”) voting separately as a class, and (iii) the holders of a majority of the voting power of the outstanding shares of the Series AA Preferred (on an “as converted basis”) voting separately as a class, ((i), (ii) and (iii), together, the “Company Requisite Approval”), to (a) execute and deliver this Agreement and the documents contemplated hereby, each Ancillary Agreement to this Agreement to which it is a party and (b) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Company Stockholders. No , no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such Ancillary Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate power and authority to (a) execute and deliver this Agreement and each ancillary agreement to this Agreement to which it is a party and (subject to the documents contemplated herebyapprovals described in Section 4.05 and the adoption of this Agreement by holders of (i) a majority of the voting power of the outstanding shares of Company Stock, (ii) a majority of the voting power of the outstanding shares of Company Common Stock, and (biii) a majority of the voting power of the outstanding shares of the Company Preferred Stock (the “Company Requisite Approval”) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such ancillary agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. (a) Each of OmniLit Acquiror and Merger Sub has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit Acquiror and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit Acquiror as advisable to OmniLit Acquiror and the OmniLit Acquiror Stockholders and recommended for approval by the OmniLit Acquiror Stockholders. No other company proceeding on the part of OmniLit Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Acquiror Stockholder Approval and the adoption of this Agreement by OmniLit Acquiror as the sole stockholder of Merger Sub). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit Acquiror and Merger Sub, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, a legal, valid and binding obligation of each of OmniLit Acquiror and Merger Sub, enforceable against OmniLit Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit and Merger Sub Company Party has all the requisite corporate limited liability company power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each Transaction Agreement to which it is a party and (bsubject to the approvals described in Section 4.05 and upon receipt of the Required XxxxxXxxxxxx.xxx Member Approval or the Required Xxxxxxxxxxxx.xxx Member Approval, as applicable) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions and the transactions contemplated by the Transaction Agreements. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Transaction Agreements and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board managers or the board of Directors managers (or equivalent governing body) of OmniLit and by each Company Party and, except for the Board of Directors of Merger Sub and (ii) determined by Required XxxxxXxxxxxx.xxx Member Approval or the Board of Directors of OmniLit Required Xxxxxxxxxxxx.xxx Member Approval, as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No applicable, no other limited liability company proceeding on the part of OmniLit or Merger Sub either Company Party is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this or any Transaction Agreement by OmniLit as the sole stockholder of Merger Sub)or either Company Party’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Transaction Agreement (when executed and delivered by each Company Party) will be, duly and validly executed and delivered by such Company Party and, assuming due and valid authorization, execution and delivery by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such Transaction Agreement will constitute, a legal, valid and binding obligation of each of OmniLit and Merger Subsuch Company Party, enforceable against OmniLit and Merger Sub such Company Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). The XxxxxXxxxxxx.xxx Member Approval and the Required Xxxxxxxxxxxx.xxx Member Approval are the only vote of the holders of any class or series of Equity Securities of the Company Parties required to approve and adopt the Transaction Agreements and approve the transactions contemplated thereby. At a meeting duly called and held, or by written consent, the managers or the board of managers (or equivalent governing body) of each Company Party has unanimously: (i) determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of such Company Party’s respective members; (ii) approved the transactions contemplated by this Agreement; and (iii) recommended to its respective members that they adopt this Agreement and approve each of the matters requiring XxxxxXxxxxxx.xxx Member Approval or the Required Xxxxxxxxxxxx.xxx Member Approval, as applicable.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate organizational power and authority to (a) execute and deliver this Agreement and any other agreements required to be executed hereby (each, an “Ancillary Agreement”) to which the documents contemplated hereby, Company is a party and (bsubject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery of this Agreement and each Ancillary Agreement to which the documents contemplated hereby Company is a party and the consummation by the Company of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors Managers of OmniLit the Company, and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company organizational proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement, or any Ancillary Agreement to which the Company is a party, other than approval of this Agreement, the Merger and the documents transactions contemplated hereby by the Pre-Closing Holders (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of “Merger SubConsent”). This Agreement and each Ancillary Agreement to which the Company is a party has been, and at been or prior to the Closing, the other documents contemplated hereby will be, be duly and validly executed and delivered by each the Company and (assuming, in the case of OmniLit and Merger Sub, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, constitutes a legal, valid and binding obligation of each of OmniLit Buyer and Merger SubSub and, in the case of each Ancillary Agreement to which the Company is a party, each such Ancillary Agreement constitutes or will constitute a legal, valid and binding obligation of the other parties thereto) constitutes a legal, valid and binding obligation of the Company, enforceable against OmniLit and Merger Sub the Company in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (collectively, the “Remedies Exception”).

Due Authorization. (a) Each of OmniLit and Merger Sub SPAC has all requisite corporate exempted company, corporate, limited liability company or other similar power and authority to (a) execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject only to obtaining the SPAC Stockholders’ Approval, the effectiveness of the Proxy/Registration Statement, receipt of the Regulatory Approvals, the filing of any documents contemplated herebyrequired by the Final Order, the Interim Order and (b) filings required pursuant to the Plan of Arrangement and the consummation of the Arrangement, to consummate the transactions contemplated hereby and thereby thereby. All corporate action on the part of SPAC and perform all obligations to be performed by it hereunder its respective directors, officers and thereunder. The stockholders necessary for the (a) authorization, execution and delivery by SPAC of this Agreement and the documents contemplated hereby and the Ancillary Agreements to which it is or will be a party, (b) consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub Transactions and (iic) determined by the Board performance of Directors each of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit their obligations hereunder or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub). This Agreement thereunder has been, and at been taken or will be taken prior to the Closing, subject to (i) obtaining the other documents contemplated hereby SPAC Stockholders’ Approval, (ii) the receipt of the Regulatory Approvals and (iii) the consummation of the Arrangement. This Agreement and the Ancillary Agreements to which it is or will bebe a party (assuming due authorization, duly execution and validly executed and delivered delivery by each of OmniLit other party hereto and Merger Sub, and this Agreement constitutes, and thereto) constitute or will constitute at or prior the Closing (with respect to the Ancillary Agreements to be executed at the Closing, the other documents contemplated hereby will constitute, a legal, ) valid and binding obligation obligations of each of OmniLit and Merger SubSPAC, enforceable against OmniLit and Merger Sub it in accordance with its their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, except as to enforceability, to general principles of equitylimited by the Enforceability Exceptions.

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

Due Authorization. (a) Each of OmniLit the Company and Merger Sub the Partnership has all requisite corporate full power and authority to (a) execute and deliver enter into this Agreement and the other documents contemplated hereby, to be executed by it pursuant to this Agreement and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderhereby. The execution execution, delivery and delivery performance by each of the Company and the Partnership of this Agreement have been, and the other documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) to be executed by it pursuant to this Agreement shall be, duly and validly authorized and approved by the Board of Directors of OmniLit all necessary corporate or other applicable action and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for no other consent or approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit the Company or Merger Sub the Partnership is necessary to authorize this Agreement and the other documents contemplated hereby (other than the OmniLit Stockholder Approval to be executed by it pursuant to this Agreement and the adoption transactions contemplated hereby. No consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental instrumentality (including, without limitation, any filing required under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended), or xxx xxxxx xxxxxx or Person (including without limitation, its shareholders or partners) is required to be made, obtained or given by the Company or the Partnership in connection with the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby, except for such consents as have been obtained or will be obtained by OmniLit as the sole stockholder of Merger Sub). This Agreement has been, and at or prior to the Closing, . Each of the other documents contemplated hereby will be, Company and the Partnership has duly and validly executed and delivered by each of OmniLit and Merger Sub, and this Agreement. This Agreement constitutes, and at or prior the documents executed by the Company and the Partnership, as the case may be, pursuant to the Closing, the other documents contemplated hereby this Agreement when executed will constitute, a legal, valid and binding obligation obligations of each of OmniLit the Company and Merger Subthe Partnership, as the case may be, enforceable against OmniLit and Merger Sub such party in accordance with its their respective terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance and transfer and other similar Laws laws of general application, heretofore or hereafter enacted or in effect, affecting creditors’ the rights generally and subjectremedies of creditors generally, and (b) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to enforceability, to general principles the availability of equitythe remedy of specific performance or other injunctive relief.

Due Authorization. (a) Each of OmniLit Acquiror and Merger Mxxxxx Sub has all requisite corporate power and authority to (a) execute execute, deliver and deliver perform this Agreement and each ancillary agreement to this Agreement to which it is a party and, upon receipt of the documents contemplated herebyAcquiror Stockholder Approval, to perform its obligations hereunder and (b) thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly duly, validly and validly unanimously authorized and approved by the Board respective boards of Directors directors of OmniLit Acquiror and by the Board of Directors of Merger Sub and (ii) determined by and, except for the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Acquiror Stockholder Approval, no other company corporate proceeding on the part of OmniLit Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby or such ancillary agreements or Acquiror’s performance hereunder or thereunder (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit Acquiror in its capacity as the sole stockholder of Merger Sub, which adoption will occur immediately following execution of this Agreement). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by each of OmniLit Acquiror and Merger SubSub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will constitute, a legal, valid and binding obligation of each of OmniLit Acquiror and Merger Sub, enforceable against OmniLit Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit and Merger Sub SPAC has all the requisite corporate power and authority to (a) execute execute, deliver and deliver perform this Agreement and the documents contemplated herebyAncillary Agreements to which it is, or will become pursuant to this Agreement, a party and (b) carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations Transactions (including the Merger), subject to be performed by it hereunder and thereunderreceipt of the SPAC Stockholders’ Approval. The execution and delivery by SPAC of this Agreement and the documents contemplated hereby Ancillary Agreements to which it is, or will become pursuant to this Agreement, a party, and the consummation by SPAC of the transactions contemplated hereby and thereby Transactions (including the Merger) have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit SPAC Board, and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company proceeding proceedings on the part of OmniLit or Merger Sub is SPAC are necessary to authorize this Agreement and or the documents contemplated hereby (Ancillary Agreements to which it is, or will become pursuant to this Agreement, a party or to consummate the Transactions, other than obtaining the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)SPAC Stockholders’ Approval. This Agreement has and the Ancillary Agreements to which it is, or will become pursuant to this Agreement, a party have been, and at or prior to the Closing, the other documents contemplated hereby will beshall be when delivered, duly and validly executed and delivered by each of OmniLit SPAC and, assuming the due authorization, execution and Merger Sub, delivery hereof and this Agreement constitutes, and at or prior to the Closing, thereof by the other documents contemplated hereby will constituteparties hereto and thereto, a constitute the legal, valid and binding obligation obligations of each of OmniLit and Merger SubSPAC, enforceable against OmniLit and Merger Sub SPAC in accordance with its their terms, subject to except insofar as enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general or by principles governing the availability of equityequitable remedies.

Due Authorization. (a) Each of OmniLit SPAC and Merger Sub has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated herebyeach Ancillary Agreement to which it is a party, to perform its respective obligations hereunder and thereunder, and (bsubject to (x) SPAC’s receipt of the SPAC Stockholder Approvals (in the case of SPAC) and (y) the adoption of this Agreement by SPAC, in its capacity as the sole stockholder of Merger Sub (in the case of Merger Sub, which such approval shall be obtained promptly following execution and delivery of this Agreement)) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Agreements by each of SPAC and Merger Sub and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the SPAC Board and the board of Directors of OmniLit and by the Board of Directors directors of Merger Sub, as the case may be, and upon receipt by SPAC of the SPAC Stockholder Approval, and receipt by Merger Sub and (ii) determined of the adoption of this Agreement by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No SPAC, no other company corporate or equivalent proceeding on the part of OmniLit SPAC or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of or such Ancillary Agreements or SPAC’s or Merger Sub)’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by each of OmniLit SPAC and Merger SubSub and, assuming due authorization and this Agreement execution by each other party hereto and thereto, constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit SPAC and Merger Sub, enforceable against OmniLit each of SPAC and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate power and authority to (a) execute and deliver this Agreement and each Ancillary Agreement to which it is a party and (subject to the documents contemplated herebyapprovals described in Section 4.06 and the adoption of this Agreement by holders of (i) at least a majority of the voting power of the outstanding shares of Company Stock, on an as-converted to Company Common Stock basis, voting or acting by written consent together as a single class, and (bii) a majority of the then outstanding Company Preferred Stock, voting or acting by written consent together as a single class (the “Company Requisite Approval”), which the Written Consent shall satisfy) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such Ancillary Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior each Ancillary Agreement to which the Closing, the other documents contemplated hereby Company is a party will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval (which the Written Consent shall satisfy) is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the Transactions.

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

Due Authorization. (a) Each of OmniLit The Company and Merger Sub has its Subsidiaries have all requisite corporate corporate, limited liability company or other entity power and authority to (a) execute and deliver this Agreement and the other documents contemplated herebyhereby to which the Company or any of its Subsidiaries is a party, as applicable, and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, performance and delivery of this Agreement and the other documents to which the Company or any of its Subsidiaries is (or will be) a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby by the Company or any of its Subsidiaries, as applicable, have been (i) duly and validly authorized and approved by all requisite corporate, limited liability company or other entity power action of the Board Company and/or any of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)its applicable Subsidiaries. This Agreement has been, and at on or prior to the Closing, the other documents to which the Company or any of its Subsidiaries is a party contemplated hereby will be, duly and validly executed and delivered by each the Company or any of OmniLit its applicable Subsidiaries and Merger Sub, and this Agreement constitutes, and at on or prior to the Closing, the other documents to which the Company or any of its Subsidiaries is a party contemplated hereby will constituteconstitutes, a legalvalid, valid legal and binding obligation of each the Company (and in the case of OmniLit such other documents contemplated hereby, the Company or any of its Subsidiaries party thereto) (assuming that this Agreement has been, and Merger Subthe other such documents to which the Company or any of its Subsidiaries is a party will be, duly and validly authorized, executed and delivered by the other Persons party thereto), enforceable against OmniLit the Company (and Merger Sub in the case of the other such documents contemplated hereby, the Company or any of its Subsidiaries party thereto) in accordance with its terms, subject except (i) to the extent that enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar or other Laws affecting the enforcement of creditors’ rights generally and subject(ii) that the availability of equitable remedies, as including specific performance, is subject to enforceability, to general principles the discretion of equitythe court before which any proceeding thereof may be brought.

Due Authorization. (a) Each of OmniLit the Company and Merger Sub Pubco has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated herebyeach Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (bsubject to (x) the adoption of this Agreement by the holders of (i) a majority of the voting power of the outstanding shares of Company Voting Common Stock and Company Preferred Stock, voting together as a single class and (ii) the Requisite Percentage (as defined in the Company Certificate of Incorporation), voting separately as a class and (y) the approval of the Requisite Percentage (as defined in the Company Certificate of Incorporation) of the Preferred Stock Conversion (the approvals in the foregoing clauses (x) and (y), the “Company Requisite Approval”)) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board Company Board, the board of Directors directors of OmniLit and by Pubco (the Board of Directors of Merger Sub and (ii“Pubco Board”) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders sole stockholder of Pubco and recommended for approval by upon receipt of the OmniLit Stockholders. No Company Requisite Approval, no other company corporate proceeding on the part of OmniLit the Company or Merger Sub Pubco is necessary to authorize this Agreement and or such Ancillary Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s or Pubco’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Agreement will be, duly and validly executed and delivered by the Company and Pubco and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit the Company and Merger SubPubco, enforceable against OmniLit the Company and Merger Sub Pubco in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby. The Written Consent, if executed and delivered by the Company Requisite Stockholders, would satisfy the Company Requisite Approval and no additional approval or vote from any holders of any class or series of capital stock of the Company or Pubco would then be necessary to adopt this Agreement or approve the Transactions.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate power and authority to (a) execute execute, deliver and deliver perform this Agreement and the documents contemplated hereby, and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderhereby. The execution and delivery of this Agreement and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and the Company and, except for approval of this Agreement by the Board of Directors of Merger Sub and (ii) determined by Shareholders in accordance with the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No MBCA, no other company corporate proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or to consummate the documents transactions contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)hereby. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by each of OmniLit the Company and Merger Sub, and this Agreement constitutes, and at or prior to constitutes the Closing, the other documents contemplated hereby will constitute, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to (i) ratification and approval of the designation of the Holder Representative pursuant to Section 12.1 and the other transactions contemplated hereby in accordance with the MBCA by the Shareholders and (ii) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws laws affecting creditors’ ' rights generally and subject, as to enforceability, to general principles of equity. The Holder Representative has all requisite limited partnership power and authority to execute, deliver and perform this Agreement and the Escrow Agreement and to consummate the transactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Escrow Agreement and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by the general partner of the Holder Representative and no other limited partnership proceeding on the part of the Holder Representative is necessary to authorize this Agreement, the Escrow Agreement or to consummate the transactions contemplated hereby or thereby. This Agreement has been, and the Escrow Agreement will be, duly and validly executed and delivered by the Holder Representative and constitutes, or will constitute, the legal, valid and binding obligations of the Holder Representative, enforceable against the Holder Representative in accordance with their terms, subject to (i) ratification and approval of the designation of the Holder Representative pursuant to Section 12.1 and the other transactions contemplated hereby in accordance with the MBCA by the Shareholders and (ii) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar laws affecting creditors' rights generally and subject, as to enforceability, to general principles of equity.

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

Due Authorization. (a) Each of OmniLit and Merger Sub MRM Seller has all requisite corporate company or limited ----------------- liability company (as the case may be) power and authority to (a) execute and deliver enter into this Agreement and the documents contemplated hereby, its Related Agreements and (b) to consummate the transactions contemplated hereby and thereby thereby. Each Management Stockholder has the legal capacity to enter into this Agreement and perform all obligations its Related Agreements and to be performed by it hereunder consummate the transactions contemplated hereby and thereunderthereby. The execution execution, delivery and delivery performance by each MRM Seller of this Agreement and its Related Agreements, and the documents consummation by such MRM Seller of the transactions contemplated hereby and thereby, have been duly and validly approved by such MRM Seller and no other company or limited liability company (as the case may be) actions or proceedings on the part of such MRM Seller are necessary to authorize the execution, delivery and performance of this Agreement and its Related Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholdersthereby. No other company proceeding on the part of OmniLit or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub). This Agreement Each Seller has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, and this Agreement constitutes, and at has duly and validly executed and delivered (or prior to or at the ClosingClosing or the Second Closing will duly and validly execute and deliver) its Related Agreements. Assuming due authorization (in the case of parties which are not individuals), execution and delivery of this Agreement and its Related Agreements by the other documents contemplated hereby will constituteparties hereto and thereto, this Agreement constitutes a legal, valid and binding obligation of each Seller, and each of OmniLit such Seller's Related Agreements constitute (or upon execution and Merger Subdelivery by such Seller will constitute) legal, valid and binding obligations of such Seller, in each case, enforceable against OmniLit and Merger Sub in accordance with its their respective terms, subject to except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect that affect the enforcement of creditors’ ' rights generally and subject, as to enforceability, to general by equitable limitations on the availability of specific remedies and by principles of equity.equity (collectively, "Enforceability Limitations"). --------------------------

Due Authorization. (a) Each of OmniLit and Merger Sub the Purchasing Parties has all requisite corporate power and authority to (a) execute execute, deliver and deliver perform this Agreement and the documents contemplated hereby, Ancillary Agreements to which it is a party and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderdescribed in this Agreement or the Ancillary Agreements. The execution execution, delivery and delivery performance by each Purchasing Party of this Agreement and the documents contemplated hereby Ancillary Agreements to which it is a party and the consummation by the each Purchasing Party of the transactions contemplated hereby described in this Agreement and thereby the Ancillary Agreements have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding all necessary corporate action on the part of OmniLit each Purchasing Party, and no other corporate actions or Merger Sub is proceedings on the part of each Purchasing Party are necessary to authorize the execution, delivery and performance by each Purchasing Party of this Agreement and of the documents contemplated hereby (other than Ancillary Agreements to which it is a party or the OmniLit Stockholder Approval and the adoption of transactions described in this Agreement by OmniLit as or the sole stockholder Ancillary Agreements. Each of Merger Sub). This Agreement the Purchasing Parties has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit this Agreement and Merger Sub, has duly and this validly executed and delivered (or before or at the Closing shall duly and validly execute and deliver) the Ancillary Agreements to which it is a party. This Agreement constitutes, and at or prior upon execution and delivery of (assuming due execution and delivery by all other parties) the Ancillary Agreements to the Closing, the other documents contemplated hereby will which a Purchasing Party is a party shall constitute, a legal, valid and binding obligation obligations of each of OmniLit and Merger Subthe Purchasing Party, enforceable against OmniLit and Merger Sub it in accordance with its their terms, subject to except as may be limited by (a) applicable bankruptcy, insolvency, fraudulent conveyancemoratorium, reorganization, moratorium and reorganization or similar Laws affecting laws in effect that affect creditors’ rights generally and subject, as to enforceability, to general generally; or (b) principles of equityequity including legal or equitable limitations on the availability of specific remedies.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate power and authority to (a) execute and deliver this Agreement and each Ancillary Agreement to which it is or will be a party, to perform its obligations hereunder and thereunder and, subject to obtaining the documents contemplated herebyCompany Required Approval, the effectiveness of the Proxy/Registration Statement, receipt of the Regulatory Approvals, distribution of the Company Information Circular, and (b) approval by the Court of the Arrangement and entry of the Interim Order and the Final Order, to consummate the transactions contemplated hereby and thereby thereby. All corporate action on the part of each of the Rumble Companies and perform all obligations to be performed by it hereunder their respective directors, officers and thereunder. The shareholders necessary for the (a) authorization, execution and delivery by the Company of this Agreement and the documents contemplated hereby and the Ancillary Agreements to which it is or will be a party, (b) consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub Transactions and (iic) determined by performance of all of the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding on the part of OmniLit Company’s obligations hereunder or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub). This Agreement thereunder has been, and at been taken or will be taken prior to the Closing, subject to (i) obtaining the other documents contemplated hereby Company Required Approval, (ii) the receipt of the Interim Order and the Final Order and (iii) the receipt of the Regulatory Approvals (as defined below). This Agreement and the Ancillary Agreements to which it is or will bebe a party (assuming due authorization, duly execution and validly executed and delivered delivery by each of OmniLit other party hereto and Merger Sub, and this Agreement constitutes, and thereto) constitute or will constitute at or prior the Closing (with respect to the Ancillary Agreements to be executed at the Closing, the other documents contemplated hereby will constitute, a legal, ) valid and binding obligation obligations of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its their respective terms, subject to except (i) as limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar other Laws of general application affecting enforcement of creditors’ rights generally and subject(ii) as limited by Laws relating to the availability of specific performance, as to enforceability, to injunctive relief or other equitable remedies or by general principles of equity.

Due Authorization. (a) Each of OmniLit Acquiror and Merger Sub has all requisite corporate power and authority to (a) execute execute, deliver and deliver perform this Agreement and each ancillary agreement to this Agreement to which it is a party and, upon receipt of the documents contemplated herebyAcquiror Stockholder Approval, to perform its obligations hereunder and (b) thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly duly, validly and validly unanimously authorized and approved by the Board respective boards of Directors directors of OmniLit Acquiror and by Merger Sub and, except for the Board Acquiror Stockholder Approval and, as required in relation to the Merger under the Companies Law, the requisite shareholder approval of Directors Acquiror, as the sole shareholder of Merger Sub and (iisuch approval being obtained by written resolution or as otherwise permitted under Merger Sub’s articles of association, prior to the Closing Date) determined (the “Merger Sub Shareholder Approval”), which Merger Sub Shareholder Approval shall be obtained by the Board Merger Sub immediately following execution of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No this Agreement, no other company corporate proceeding on the part of OmniLit Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)or such ancillary agreements or Acquiror’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by each of OmniLit Acquiror and Merger SubSub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will constitute, a legal, valid and binding obligation of each of OmniLit Acquiror and Merger Sub, enforceable against OmniLit Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate company power and authority to (a) execute and deliver this Agreement and each ancillary agreement to this Agreement to which it is a party and (subject to the documents contemplated hereby, approvals described in Section 4.05 and the adoption of this Agreement by (a) holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (treated as Company Common Stock on an “as converted basis”) voting together as a single class and (b) holders of a majority of the outstanding shares of Company Preferred Stock (treated as Company Common Stock on an “as converted basis”) voting together as a single class (the “Company Requisite Approval”) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such ancillary agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

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

Due Authorization. (a) Each of OmniLit and Merger Sub Such Contributor or Title Holding Entity has all requisite corporate full ----------------- power and authority to (a) execute own, lease, operate and deliver sell the Properties owned by it, and to enter into this Agreement and the other documents contemplated hereby, to be executed by it pursuant to this Agreement and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderhereby. The execution execution, delivery and delivery performance by such Contributor or Title Holding Entity of this Agreement have been, and the documents contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) to be executed by it pursuant to this Agreement shall be, duly and validly authorized and approved by the Board of Directors of OmniLit all necessary partnership, corporate or other applicable action and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company proceeding actions or proceedings on the part of OmniLit such Contributor or Merger Sub is Title Holding Entity are necessary to authorize this Agreement and the documents transactions contemplated hereby (and thereby. Such Contributor or Title Holding Entity has complied with applicable law and valid agreements binding upon it in connection with its solicitation of any necessary approvals or consents related to this transaction and obtaining appropriate authorization. No consent, waiver, approval or authorization of, or filing, registration or qualification with, or notice to, any governmental instrumentality or any other than Person is required to be made, obtained or given by such Contributor or Title Holding Entity in connection with the OmniLit Stockholder Approval execution, delivery and the adoption performance of this Agreement and the documents executed by OmniLit as the sole stockholder such Contributor or Title Holding Entity pursuant to this Agreement. The joinder of Merger Sub)no entity or Person other than such Contributor or Title Holding Entity will be necessary to perform its obligations hereunder. This Agreement Such Contributor or Title Holding Entity has been, and at or prior to the Closing, the other documents contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, and this Agreement. This Agreement constitutes, and at the documents executed by such Contributor or prior Title Holding Entity pursuant to the Closing, the other documents contemplated hereby this Agreement when executed will constitute, a legal, valid and binding obligation obligations of each of OmniLit and Merger Sub, such Contributor or Title Holding Entity enforceable against OmniLit and Merger Sub it in accordance with its their respective terms, subject to (a) applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, fraudulent conveyance and transfer and other similar Laws laws of general application, heretofore or hereafter enacted or in effect, affecting creditors’ the rights generally and subjectremedies of creditors generally, and (b) the exercise of judicial or administrative discretion in accordance with general equitable principles, particularly as to enforceabilitythe availability of the remedy of specific performance or other injunctive relief. Such Contributor or Title Holding Entity represents and warrants that either (a) the assets to be contributed by it to the Company or the Partnership pursuant to the terms of this Agreement do not constitute "plan assets" (within the meaning of 29 C.F.R. (S)2510.3-101) of any "employee benefit plan" subject to Title I of ERISA or a "governmental plan" as defined in Section 3(32) of ERISA or (b)(i) the decision to enter into this Agreement has been made pursuant to the exemption set forth opposite the name of such Title Holding Entity or Equity Holder on Schedule 1.5 and the conditions of that exemption ------------ have been fully satisfied or (ii) in the case of a governmental plan, to general principles the execution and delivery of equitythis Agreement by such Contributor or Title Holding Entity and the transactions contemplated hereunder do not violate applicable state law.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all the requisite corporate power and authority to (a) execute and deliver enter into this Agreement and the documents contemplated hereby, Registration Rights Agreement (as defined below) and (b) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution and delivery by the Company of this Agreement and the documents contemplated hereby Registration Rights Agreement, the issuance, sale and delivery of the Unsubscribed Shares, the issuance of the Standby Commitment Fee Warrants and the consummation by the Company of the transactions contemplated hereby and thereby (a) are within the corporate power and authority of the Company and (b) have been (i) duly and validly authorized and approved by all necessary corporate action of the Board of Directors of OmniLit and Company; provided that the transactions contemplated by this Agreement, the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit Registration Rights Agreement and the OmniLit Stockholders Warrants (collectively, the "TRANSACTION DOCUMENTS") and recommended for approval by the OmniLit Stockholders. No other company proceeding on issuance of the part Common Stock in the Rights Offering, the issuance of OmniLit or Merger Sub is necessary the Unsubscribed Shares pursuant to authorize this Agreement and the documents contemplated hereby (other than issuance of Common Stock upon exercise of the OmniLit Stockholder Approval and Standby Commitment Fee Warrants is subject to the adoption approval thereof by the stockholders of this Agreement by OmniLit as the sole stockholder Company, including approval for increasing the Company's authorized shares of Merger Sub)Common Stock. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by the Company. Assuming the due authorization, execution and delivery by each of OmniLit and Merger Subthe Purchasers of this Agreement, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, a legal, Registration Rights Agreement constitute valid and binding obligation obligations of each of OmniLit and Merger Sub, the Company enforceable against OmniLit and Merger Sub it in accordance with its their respective terms, subject to applicable except (x) as enforcement hereof may be limited by bankruptcy, insolvency, reorganization, fraudulent conveyance, reorganizationmoratorium, moratorium or other laws affecting the enforcement of creditors' rights in general, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, except that the enforceability of this Agreement is subject to general principles of equityequity (regardless of whether such enforceability is considered in a proceeding in equity or at law), and (y) as rights to indemnity and contribution hereunder may be limited by Federal or state securities law and/or public policy. Following approval by the stockholders of the Company of an increase in the Company's authorized shares of Common Stock, (i) the shares issuable in the Rights Offering shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of the Rights Offering, shall be validly issued, fully paid and non-assessable; (ii) the Unsubscribed Shares shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement, shall be validly issued, fully paid and non-assessable; and (iii) the shares of Common Stock issuable upon the exercise of the Standby Commitment Fee Warrants or the Break-up Warrants (as defined below) (such shares, the "WARRANT SHARES") shall be validly reserved for issuance and, when issued and delivered in accordance with the terms of this Agreement and the terms of the Standby Commitment Fee Warrants or the Break-up Warrants, shall be validly issued, fully paid and non-assessable. Prior to the consummation of the Rights Offering, the Company shall take all necessary corporate action to convene a meeting of the Company's stockholders to vote to approve the transactions contemplated by the Transaction Documents and the authorization of a sufficient number of additional shares of Common Stock for issuance in the Rights Offering, for issuance as Unsubscribed Shares pursuant to this Agreement and for issuance upon exercise of the Standby Commitment Fee Warrants or the Break-up Warrants and to approve the issuance of such shares (such approvals being referred to herein as the "STOCKHOLDER APPROVALS").

Due Authorization. (a) Each The execution, delivery and performance by each of OmniLit Seller and Merger Sub has all requisite corporate power and authority to (a) execute and deliver Blocker Seller of this Agreement and the documents contemplated herebyAgreement, and (b) consummate the transactions contemplated hereby and thereby and perform all obligations each Ancillary Agreement to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the documents contemplated hereby which Seller or Blocker Seller, as applicable, is a party, and the consummation by each of Seller and Blocker Seller of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit all necessary limited liability company or limited partnership action, as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No other company proceeding applicable, on the part of OmniLit Seller or Merger Sub is Blocker Seller, as applicable, and no other limited liability company or limited partnership proceedings on the part of Seller or Blocker Seller, as applicable, are necessary to authorize this Agreement the execution, delivery and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption performance of this Agreement by OmniLit Agreement, any Ancillary Agreements to which Seller or Blocker Seller, as applicable, is a party or to consummate the sole stockholder of Merger Sub)Transactions. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by each of OmniLit Seller and Merger SubBlocker Seller, and (assuming due authorization, execution and delivery by the other parties hereto) this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, constitutes a legal, valid and binding obligation of each of OmniLit Seller and Merger Sub, Blocker Seller enforceable against OmniLit Seller and Merger Sub Blocker Seller in accordance with its terms, subject to except as the enforceability hereof may be limited by any applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and moratorium, fraudulent conveyance or other similar Laws laws affecting the enforcement of creditors’ rights generally and subjectas limited by the availability of specific performance and other equitable remedies or applicable equitable principles (whether considered in a proceeding at law or in equity). When each Ancillary Agreement to which Seller or Blocker Seller, as to enforceabilityapplicable, to general is or will be a party has been duly executed and delivered by Seller or Blocker Seller, as applicable, (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Agreement will constitute a legal and binding obligation of Seller or Blocker Seller, as applicable, enforceable against it in accordance with its terms, except as the enforceability thereof may be limited by any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws affecting the enforcement of creditors’ rights generally and as limited by the availability of specific performance and other equitable remedies or applicable equitable principles of (whether considered in a proceeding at law or in equity).

Due Authorization. (a) Each of OmniLit and Merger Sub Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power power, as applicable, and authority to (a) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (bsubject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunderthereunder (including the Pre-Closing Restructuring). The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit the Company, and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company or corporate proceeding other than the Company Stockholder Approvals on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)hereby. This Agreement has been, and at on or prior to the ClosingClosing and upon execution by the Company, the such other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, the Company and this Agreement constitutes, assuming the due authorization, execution and at delivery by the other parties hereto, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit and Merger Sub Altimar Party has all the requisite corporate or other organizational power and authority to (a) execute and deliver this Agreement and each Transaction Agreement to which it is a party and, upon receipt of approval of the documents contemplated herebyAltimar Stockholder Matters by the Altimar Stockholders, to perform its obligations hereunder and (b) thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly duly, validly and validly unanimously authorized and approved by the board of directors or equivalent governing body of the applicable Altimar Party, and Altimar and the Altimar Parties have, by their respective execution and delivery hereof, delivered the Altimar Board Recommendation and the Altimar Subsidiary Approvals, respectively, and except for approval of Directors of OmniLit and the Altimar Stockholder Matters by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Altimar Stockholders. No , no other company corporate or equivalent proceeding on the part of OmniLit or Merger Sub any Altimar Party is necessary to authorize this Agreement and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)or such Transaction Agreements or Altimar’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Transaction Agreement will (when executed and delivered) be, duly and validly executed and delivered by each of OmniLit Altimar Party that is party thereto and, assuming due and Merger Subvalid authorization, execution and delivery by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such Transaction Agreement will constitute, constitute a legal, valid and binding obligation of each of OmniLit and Merger SubAltimar Party, enforceable against OmniLit and Merger Sub such Altimar Party in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium the Enforceability Exceptions. The Required Altimar Stockholder Approvals are the only approvals of the holders of any class or series of equity of Altimar required to approve and similar Laws affecting creditors’ rights generally adopt this Agreement and subject, as to enforceability, to general principles of equityapprove the Transactions contemplated hereby.

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

Due Authorization. (a) Each of OmniLit and Merger Sub Target Company has all requisite limited liability company or corporate power power, as applicable, and authority to (a) execute and deliver this Agreement, and each member of the Target Company Group that is or will be a party to the Ancillary Agreements has, or following the Reorganization will have, all requisite limited liability company, corporate or partnership power, as applicable, and authority to execute and delivery such Ancillary Agreement to which such member of the Target Company Group is or will be a party, and to consummate the transactions hereunder and thereunder and (subject to receipt of the consents, approvals ​ ​ ​ and authorizations and the other requirements described in Section 4.5) to perform all of its obligations hereunder and thereunder. The Requisite Target Company Equityholder Approval is the only vote or approval of holders of any class, series or type of equity securities of the Target Companies necessary to adopt this Agreement and the documents contemplated hereby, and (b) consummate any Ancillary Agreement or to approve the transactions contemplated hereby and thereby thereby, and perform all obligations to be performed by it hereunder and thereunder. The the execution and delivery of this Agreement and the documents contemplated hereby Ancillary Agreements to which any member of the Target Company Group is or will be a party and the consummation of the transactions contemplated hereby hereunder and thereby thereunder have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit necessary governing bodies and by the Board of Directors of Merger Sub equityholders, as applicable, and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company limited liability company, corporate or partnership proceeding on the part of OmniLit or Merger Sub any member of the Target Company Group is necessary to authorize the execution and delivery of this Agreement and the documents contemplated hereby (other than Ancillary Agreements to which any member of the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Target Company Group is or will be a party. This Agreement has been, and at on or prior to the Closing, the other documents contemplated hereby Ancillary Agreements to which any member of the Target Company Group is or will be a party will be, duly and validly executed and delivered by each applicable member of OmniLit and Merger Subthe Target Company Group, and (assuming due authorization, execution and delivery of this Agreement by the other Parties and of the Ancillary Agreement to which any member of the Target Company Group is or will a party by the other parties thereto) this Agreement constitutes, and at on or prior to the Closing, the other documents contemplated hereby Ancillary Agreements to which any member of the Target Company Group is or will be a party will constitute, a legal, valid and binding obligation of each the applicable member of OmniLit and Merger Subthe Target Company Group, enforceable against OmniLit and Merger Sub such member of the Target Company Group in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate power and authority to (a) execute and deliver this Agreement and each ancillary agreement to this Agreement to which it is a party and (subject to the documents contemplated hereby, approvals described in Section 4.05 and the adoption of this Agreement by (a) holders of a majority of the voting power of the outstanding shares of Company Common Stock and Company Preferred Stock (on an “as converted basis”) voting together as a single class and (b) holders of 60% of the outstanding shares of Company Preferred Stock voting together as a single class (on an “as converted basis”) (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the Transactions and the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and such ancillary agreements by the documents contemplated hereby Company and the consummation of the Transactions and the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company corporate or equivalent proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such ancillary agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required in connection with the adoption of this Agreement and the consummation of the Transactions, including the Closing.

Due Authorization. (a) Each Subject to receipt of OmniLit the Company Shareholder Approval, each of the Company and Merger Sub has all requisite company or corporate power power, as applicable, and authority to (a) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (bsubject to the approvals described in Section 4.05) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company and/or Merger Sub are party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board respective boards of Directors directors of OmniLit the Company and Merger Sub and by the Board of Directors Company as the sole stockholder of Merger Sub Sub, and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company or corporate proceeding on the part of OmniLit the Company or Merger Sub is necessary to authorize this Agreement and the other documents to which the Company and/or Merger Sub are party contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company Shareholder Approvals. This Agreement has been, and at on or prior to the Closing, the other documents contemplated hereby to which the Company and/or Merger Sub are party will be, duly and validly executed and delivered by each of OmniLit and the Company and/or Merger Sub, as applicable, and this Agreement constitutes, assuming the due authorization, execution and at delivery by the other parties hereto, and on or prior to the Closing, the other documents to which the Company and/or Merger Sub is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of OmniLit and the Company and/or Merger Sub, as applicable, enforceable against OmniLit and the Company and/or Merger Sub Sub, as applicable, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit and Merger Sub Such Blocker has all the requisite corporate or company power and authority authority, as applicable, to (a) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (b) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The approval of such Blocker’s sole equityholder, which may be evidenced by its signature hereto or to the other documents to which it is a party pursuant to such Blocker’s Governing Documents, is the only vote or approval of the holders of any class or series of capital stock or equity of such Blocker necessary to adopt this Agreement and the other documents to which it is a party contemplated hereby and to consummate the transactions contemplated hereby and thereby, and such approval has been received prior to or on the date of this Agreement. The execution and delivery of this Agreement and the other documents to which such Blocker is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit all necessary corporate or company actions, as applicable, and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company proceeding or corporate proceedings on the part of OmniLit or Merger Sub such Blocker is necessary to authorize this Agreement and the other documents to which such Blocker is a party contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)hereby. This Agreement has been, and at on or prior to the Closing, the other documents to which such Blocker is a party contemplated hereby herby will be, duly and validly executed and delivered by each of OmniLit and Merger Subsuch Blocker, and this Agreement constitutes, and at on or prior to the Closing, the other documents to which such Blocker is a party contemplated hereby will constitute, a legalvalid, valid legal and binding agreement and obligation of each of OmniLit and Merger Subsuch Blocker, enforceable against OmniLit and Merger Sub such Blocker in accordance with its their terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all the requisite corporate power and authority to (a) execute and deliver this Agreement, the Plans of Merger and each other Transaction Agreement and the documents contemplated hereby, to which it is or will be a party and (bsubject to the consents, approvals, authorizations and other requirements described in Section 4.04 or Section 4.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the Transactions. The execution execution, delivery and delivery performance of this Agreement Agreement, the Plans of Merger and the documents contemplated hereby such other Transaction Agreements and the consummation of the transactions contemplated hereby and thereby Transactions have been (i) duly and validly authorized and approved by the Board board of Directors directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit Company and the OmniLit Stockholders Company Shareholders, and recommended for approval by other than the OmniLit Stockholders. No consents, approvals, authorizations and other company requirements described in Section 4.04 or Section 4.05, no other corporate proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or any other Transaction Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at each of the Plans of Merger and such other Transaction Agreement has been or prior to will be (when executed and delivered by the Closing, the other documents contemplated hereby will be, Company) duly and validly executed and delivered by the Company, and, assuming due and valid authorization, execution and delivery by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at each such other Transaction Agreement constitutes or prior to the Closing, the other documents contemplated hereby will constitute, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company, in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”). The only approvals or votes required from the holders of the Company’s Equity Securities in connection with the entry into this Agreement by the Company, the consummation of the Transactions, including the Closing, and the approval of the Transactions are as set forth on Company Disclosure Schedule 4.03.

Due Authorization. (a) Each of OmniLit The Company and Merger Sub has all Topco have the requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each Transaction Agreement to which they are a party and (bsubject to the approvals described in Section 4.05) consummate the transactions contemplated hereby and thereby and to perform all obligations to be performed by it hereunder and thereunderthereunder and to consummate the transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such Transaction Agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board board of Directors directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit Company and the OmniLit Stockholders board of directors of Topco, and recommended for approval Topco in its capacity as sole shareholder of the Company has, by its execution and delivery hereof, delivered the OmniLit Stockholders. No Company Stockholder Approval, and no other company corporate proceeding on the part of OmniLit the Company or Merger Sub Topco is necessary to authorize this Agreement and or any Transaction Agreements or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s or Topco’s performance hereunder or thereunder. This Agreement has been, and at or prior to each such Transaction Agreement (when executed and delivered by the Closing, the other documents contemplated hereby Company and Topco) will be, duly and validly executed and delivered by the Company and Topco and, assuming due and valid authorization, execution and delivery by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such Transaction Agreement will constitute, a legal, valid and binding obligation of each of OmniLit the Company and Merger SubTopco, enforceable against OmniLit the Company and Merger Sub Topco in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting or relating to creditors’ rights generally and subject, as to enforceability, to general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law (the “Enforceability Exceptions”).

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

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated herebyeach Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder, and (bsubject to the approvals described in ‎‎Section 5.05) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby each Ancillary Agreement to which it is a party, and the consummation of the transactions contemplated hereby and thereby thereby, have been (i) duly and validly authorized and approved by the Company Board of Directors of OmniLit and by and, except for the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Required Company Shareholder Vote, no other company proceeding corporate action on the part of OmniLit the Company or Merger Sub any of its Subsidiaries or any holders of any securities of the Company or any of its Subsidiaries is necessary to authorize this Agreement the execution and delivery by the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption Company of this Agreement or the Ancillary Agreements to which the Company is (or will be) a party, the performance by OmniLit as the sole stockholder Company of Merger Sub)its obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby will be, been duly and validly executed and delivered by each of OmniLit and Merger Subthe Company and, and assuming this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, constitutes a legal, valid and binding obligation of each the other parties hereto, constitutes a legal, valid and binding obligation of OmniLit and Merger Subthe Company, enforceable against OmniLit the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and Merger Sub similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. Each Ancillary Agreement to which the Company is a party, when executed and delivered by the Company, will be duly and validly executed and delivered by the Company, and, assuming such Ancillary Agreement constitutes a legal, valid and binding obligation of the other parties thereto, will constitute a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.

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

Due Authorization. (a) Each of OmniLit the SPAC and Merger Sub has all requisite corporate power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, Transaction Documents to which it is or will be a party at the Effective Time and (bsubject to the receipt of the Consents described in Section 4.4, the SPAC Shareholder Approval) to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderTransactions. The execution and delivery by each of the SPAC and Merger Sub of this Agreement and the documents contemplated hereby Transaction Documents to which it is or will be a party at the Effective Time and the consummation by each of the transactions contemplated hereby SPAC and thereby Merger Sub of the Transactions (other than the authorization, filing and registration of the Plan of Merger, the change of name of the SPAC, the change of directors of SPAC in accordance with Section 2.5(a) and the A&R Memorandum and Articles of Association) have been (i) duly and validly authorized and approved by all necessary and proper corporate action on its part, and, except for the Board SPAC Shareholder Approval, the authorization, filing and registration of Directors the Plan of OmniLit and by Merger, the Board change of Directors name of Merger Sub and (iithe SPAC, the change of directors of SPAC in accordance with Section 2.5(a) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders A&R Memorandum and recommended for approval by the OmniLit Stockholders. No Articles of Association), no other company proceeding corporate action on the part of OmniLit the SPAC or Merger Sub is necessary to authorize this Agreement or the Transaction Documents to which it is or will be a party at the Effective Time. Additionally, the SPAC has determined that the fair market value of the Company is equal to at least 80% of the balance in the Trust Account not including deferred underwriting discounts and the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption commissions. Each of this Agreement by OmniLit as and the sole stockholder of Merger Sub). This Agreement Transaction Documents to which it is or will be a party at the Effective Time has been, or when executed and at or prior to the Closing, the other documents contemplated hereby delivered will be, duly and validly executed and delivered by each of OmniLit the SPAC and Merger Sub, and (assuming that this Agreement constitutes, and or such other applicable Transaction Documents to which the Company is or will be a party at or prior to the Closing, the other documents contemplated hereby will constitute, Effective Time constitutes a legal, valid and binding obligation of each the Company) constitutes or will constitute a legal, valid and binding obligation of OmniLit the SPAC and Merger SubSub (as applicable), enforceable against OmniLit the SPAC and Merger Sub (as applicable) in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equitythe Remedies Exception.

Due Authorization. (a) Each of OmniLit and Merger Sub Other than the Company Stockholder Approvals, the Company has all requisite company or corporate power power, as applicable, and authority to (a) execute and deliver this Agreement and the other documents to which it is a party contemplated hereby, hereby and (bsubject to the approvals described in Section 4.5) to consummate the transactions contemplated hereby and thereby and to perform all of its obligations to be performed by it hereunder and thereunder. The execution and delivery of this Agreement and the other documents to which the Company is a party contemplated hereby and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Board of Directors of OmniLit the Company, and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No no other company or corporate proceeding other than the Company Stockholder Approvals on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and the other documents to which the Company is a party contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)hereby. This Agreement has been, and at on or prior to the ClosingClosing and upon execution by the Company, the such other documents to which the Company is a party contemplated hereby will be, duly and validly executed and delivered by each of OmniLit and Merger Sub, the Company and this Agreement constitutes, assuming the due authorization, execution and at delivery by the other parties hereto, and on or prior to the Closing, the other documents to which the Company is a party contemplated hereby will constitute, assuming the due authorization, execution and delivery by the other parties thereto, a legal, valid and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equityequity (the “Enforceability Exceptions”).

Due Authorization. (a) Each of OmniLit and Merger Sub The Company has all requisite corporate company power and authority to (a) execute and deliver this Agreement and the documents contemplated hereby, each Ancillary Document to this Agreement to which it is a party and (bsubject to the approvals described in Section 4.5 and the adoption of this Agreement and approval of the Merger by holders of (i) a majority of the voting power of the outstanding shares of Company Capital Stock, voting as a single class in accordance with the Company Certificate of Incorporation and (ii) a majority of the then outstanding shares of Company Preferred Stock (the “Company Requisite Approval”)) to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations thereby. Prior to be performed by it hereunder and thereunderthe Closing, the Company has received or shall have received the consent of at least a majority of the outstanding shares of Company Preferred Stock approving the Company Preferred Stock Conversion. The execution execution, delivery, and delivery performance of this Agreement and the documents contemplated hereby such Ancillary Documents and the consummation of the transactions contemplated hereby and thereby have been (i) duly and validly authorized and approved by the Company Board and, upon receipt of Directors of OmniLit and by the Board of Directors of Merger Sub and (ii) determined by the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Company Requisite Approval, no other company proceeding on the part of OmniLit or Merger Sub the Company is necessary to authorize this Agreement and or such Ancillary Documents or the documents contemplated hereby (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit as the sole stockholder of Merger Sub)Company’s performance hereunder or thereunder. This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such Ancillary Document will be, duly and validly executed and delivered by the Company and, assuming due authorization and execution by each of OmniLit other party hereto and Merger Subthereto, and this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby will constitute, as applicable, a legal, valid valid, and binding obligation of each of OmniLit and Merger Subthe Company, enforceable against OmniLit and Merger Sub the Company in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium moratorium, and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity. The Company Requisite Approval is the only vote of the holders of any class or series of capital stock of the Company required to approve and adopt this Agreement and approve the transactions contemplated hereby.

Due Authorization. (a) Each of OmniLit Acquiror and Merger Xxxxxx Sub has all requisite corporate power and authority to (a) execute execute, deliver and deliver perform this Agreement and each ancillary agreement to this Agreement to which it is a party and, upon receipt of the documents contemplated herebyAcquiror Stockholder Approval, to perform its obligations hereunder and (b) thereunder and to consummate the transactions contemplated hereby and thereby and perform all obligations to be performed by it hereunder and thereunderthereby. The execution execution, delivery and delivery performance of this Agreement and the documents contemplated hereby such ancillary agreements and the consummation of the transactions contemplated hereby and thereby have been (i) duly duly, validly and validly unanimously authorized and approved by the Board respective boards of Directors directors of OmniLit Acquiror and by the Board of Directors of Merger Sub and (ii) determined by and, except for the Board of Directors of OmniLit as advisable to OmniLit and the OmniLit Stockholders and recommended for approval by the OmniLit Stockholders. No Acquiror Stockholder Approval, no other company corporate proceeding on the part of OmniLit Acquiror or Merger Sub is necessary to authorize this Agreement and the documents contemplated hereby or such ancillary agreements or Acquiror’s performance hereunder or thereunder (other than the OmniLit Stockholder Approval and the adoption of this Agreement by OmniLit Acquiror in its capacity as the sole stockholder of Merger Sub, which adoption will occur immediately following execution of this Agreement). This Agreement has been, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will be, duly and validly executed and delivered by each of OmniLit Acquiror and Merger SubSub and, assuming due authorization and execution by each other party hereto and thereto, this Agreement constitutes, and at or prior to the Closing, the other documents contemplated hereby each such ancillary agreement will constitute, a legal, valid and binding obligation of each of OmniLit Acquiror and Merger Sub, enforceable against OmniLit Acquiror and Merger Sub in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity.