Common use of Authority and Enforceability Clause in Contracts

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

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party Agreement, and, subject to receipt in the case of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger to obtaining the Company Stockholder Approval, to perform its obligations hereunder and to consummate the transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the other consummation by the Company of the transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval consummation of the Merger by to obtaining the Stockholders Company Stockholder Approval. The affirmative vote of the Company who hold (a) at least a majority holders of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as Common Stock at a separate class, (c) a majority duly convened meeting of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and Company’s stockholders to adopt this Agreement (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Company Stockholder Approval”). The Requisite Stockholder Approval ) is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company holders of any class of capital stock or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors security of the Company has unanimously approved this Agreement, necessary in connection with the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval consummation of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)by this Agreement. This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorizationexecution of this Agreement by Parent and Merger Sub, execution and delivery by the other parties hereto and thereto, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to (x) Legal Requirements of general application relating to except as such enforceability may be limited by bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar laws affecting or relating to creditors’ rights in generalgenerally, and (y) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies. (b) At a meeting duly called and other general principles held, prior to the execution of equitythis Agreement, at which all directors of the Company were present, the Board of Directors of the Company, by resolutions duly adopted, unanimously (i) adopted this Agreement and declared it advisable, (ii) recommended that the Company Stockholders vote in favor of the adoption of this Agreement and (iii) directed that the Company submit the adoption of this Agreement to a vote at the Company Stockholder Meeting.

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) a majority at least sixty-six and two thirds (66 2/3%) of the voting power of the outstanding shares of Company Series B Preferred Stock, voting together as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate single class (clauses (a) through and (db), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Transactions. (b) The Company Board has unanimously determined that this Agreement and the other transactions contemplated hereby. The Board of Directors of Transactions are advisable, fair to, and in the best interests of, the Company has unanimously and its Stockholders, approved this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other transactions contemplated hereby “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the “Company Recommendation”). Transactions. (c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

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

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

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least sixty six and two-thirds percent (66 2/3%) of the outstanding shares of Company Preferred Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, basis (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Company Requisite Stockholder Approval”). The Company Requisite Stockholder Approval is the only vote or approval of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby . (the “Company Recommendation”). b) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general. (c) No “fair price,” “moratorium,” “interested stockholder,” “control share acquisition,” “business combination” or any other anti-takeover Law or similar Law enacted under state or federal Law (including Section 203 of Delaware Law) or any anti-takeover provision in the Charter Documents is applicable to the Company, and (y) rules any shares of law governing specific performanceCompany Capital Stock or other Company Securities, injunctive reliefthis Agreement, or the Merger or the other equitable remedies and other general principles of equitytransactions contemplated hereby.

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company, and other than the Company (including the unanimous approval of the Board of Directors of the Company) and Stockholder Approval, no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company it is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally adopt this Agreement and each of the Related Agreements and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)and thereby. This Agreement and each of the Related Agreements to which the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yB) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary to adopt this Agreement and approve the transactions contemplated by this Agreement, including the Merger. (b) The execution and delivery of this Agreement by the Company does not, and the consummation of the transactions contemplated hereby shall not, (i) result in the creation of any Lien on any of the material assets of the Company or any of the shares of Company Capital Stock or (ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit under, or require any consent, approval or waiver from any Person pursuant to, (A) assuming the receipt of the Company Stockholder Approval, any provision of the Charter Documents, (B) any Law or any judgement, Order or decree to which the Company is subject, or (C) any Contract except, where the conflict, violation, default, right, termination, cancellation, or failure to obtain consent or provide notice, would not, individually or in the aggregate, have a Material Adverse Effect. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, (ii) the expiration or early termination of the applicable waiting period under the HSR Act and the expiration or termination of waiting periods or the receipt of approvals or consents required under other antitrust Laws, and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Company’s ability to perform or comply with the covenants, agreements or obligations of the Company herein or to consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law. Certain information has been excluded from this agreement (indicated by “[***]”) because such information (i) is not material and (ii) would be competitively harmful if publicly disclosed. (d) The Company, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of Parent, the Company or the Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.

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

Authority and Enforceability. (a) The Company has all requisite full corporate power and authority to enter into execute this Agreement and any Related Agreements the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby Transactions in the Written Consent, to consummate the Merger and the other Transactions. (the “Company Recommendation”). b) This Agreement and each of the Related Agreements to which the Company is a party other Transaction Documents have been (or will be) duly executed and delivered by the Company and and, assuming the due authorization, execution execution, and delivery by each of the other parties hereto and theretothereunder, constitute the represent valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, except, in each case, to the extent such enforceability is subject to (x) Legal Requirements the effect of general application relating to any applicable bankruptcy, insolvency, reorganization, moratorium, the relief of debtors and enforcement of or other Applicable Law affecting or relating to creditors’ rights in general, generally and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity. (c) The Board has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, the Company and the Stockholders, (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, including the Merger and (iii) resolved to recommend that the Stockholders adopt this Agreement and approve the Merger and the other Transactions. The only affirmative votes or written consents of the holders of any classes or series of Company Capital Stock necessary to adopt this Agreement and approve the Merger and the other Transactions (“Stockholder Approval”) are the votes of the Consenting Stockholders. All actions relating to the solicitation and obtainment of the Written Consent with respect to this Agreement have been and will be taken in compliance with Applicable Law.

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger Transactions by the Stockholders of the Company who hold (ai) at least a majority of the voting power of the outstanding shares of Company Capital Common Stock and Preferred Stock, voting together as a single class on an as as-converted into to Company Common Stock basis, basis and (bii) a majority of the outstanding shares of Company Series B Preferred Stock, Stock voting together as a separate class, single class on an as-converted to Company Common Stock basis (cthe foregoing clauses (i) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (dii) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Transactions. (b) The Company Board has unanimously determined that this Agreement and the other transactions contemplated hereby. The Board of Directors of Transactions are advisable, fair to, and in the best interests of, the Company has unanimously and its Stockholders, approved this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger Transactions. The Company Board has taken all necessary actions so that any restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions and no “control share acquisition,” “fair price,” “moratorium” or other transactions contemplated hereby antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the “Company Recommendation”). Transactions. (c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”). (d) The Company and the Company Board have taken all actions necessary to effect the transactions anticipated by Section 1.6(b)(iv) under the Plan, all Company Options, and any other plan or arrangement of the Company (whether written or oral, formal or informal) governing the terms of any Company Options, including (i) the determination by the administrators of the Plan that the treatment of Company Options contemplated by Section 1.6(b)(iv) is permissible under the terms of the Plan and the applicable equity award agreements, and (ii) the delivery of all required notices and the procurement of all necessary approvals and consents from third parties necessary to effectuate the foregoing. (e) The Company has complied with the provisions of, and no breach, violation or default exists under, any Contract to which the Company is a party that provides for any right of first refusal or similar rights with respect to an acquisition of the Company.

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

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

Authority and Enforceability. (a) The Company has all requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on the Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to be material to the Business. (b) Upon the consummation of the Holdco Merger, Seller will have all requisite corporate or other organizational power and authority to own, lease and operate its properties and to carry on the Business as now conducted, except where the failure to have such power and authority would not, individually or in the aggregate, reasonably be expected to be material to the Business. (c) The Company has all necessary corporate or limited liability company power and authority to enter into into, execute, deliver and perform its obligations under this Agreement and any Related Agreements each other Transaction Document to which it is or will be a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyparty. The execution execution, delivery, and delivery performance of this Agreement and any Related Agreements each other Transaction Document to which the Company is or will be a party and party, subject to obtaining the consummation of the Merger and the other transactions contemplated hereby and thereby Stockholder Approvals, have been duly authorized by all necessary corporate requisite action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, is or will be a legal, valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance, general equity principles, other similar Laws of general application affecting enforcement of creditors’ rights generally and rules of Law governing specific performance, injunctive relief and other equitable remedies (the “Enforceability Limitations”). Upon execution and delivery by the Company of each other Transaction Document to which it is or will be a party, each other Transaction Document, assuming due authorization, execution and delivery thereof by the other parties hereto and thereto, constitute the will be legal, valid and binding obligations of the Company Company, enforceable against it in accordance with their respective terms, except as such enforceability may be limited by the Enforceability Limitations. (d) Seller has all necessary corporate power and authority to enter into, execute, deliver and, subject to obtaining the Stockholder Approvals and the adoption of the resolutions contemplated by Section 6.14, perform its obligations under this Agreement and each other Transaction Document to which it is a party. The execution, delivery and, subject to obtaining the Stockholder Approvals and the adoption of the resolutions contemplated by Section 6.14, performance of this Agreement and each other Transaction Document to which it is a party by Seller have been duly authorized by all requisite action on the part of Seller. This Agreement and each other Transaction Document to which it is a party has been duly executed and delivered by Seller and, assuming due authorization, execution and delivery of this Agreement by Purchaser, is a legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms, except as such enforceability may be limited by the Enforceability Limitations. (xe) Legal Requirements LiveRamp has all necessary corporate power and authority to enter into, execute, deliver and perform its obligations under this Agreement and each other Transaction Document to which it is or will be a party. (f) This Agreement and each other Transaction Document to which LiveRamp is or will be a party has been or will be duly executed and delivered by LiveRamp and is or will be a legal, valid and binding obligation of general application relating to bankruptcyLiveRamp, insolvencyenforceable against LiveRamp in accordance with its terms, moratoriumexcept as such enforceability may be limited by the Enforceability Limitations. (g) At a meeting duly called and held, the relief board of debtors directors of the Company (i) determined that the Holdco Merger, the LLC Conversion, this Agreement, the Contribution Agreement, the Holdco Merger Agreement, the Separation and enforcement the Sale are expedient and for the best interests of creditors’ rights the Company and its stockholders, (ii) approved this Agreement, the other Transaction Documents and the Transactions, (iii) resolved, subject to Section 6.07, to recommend that the stockholders of the Company adopt a resolution adopting the Holdco Merger Agreement and approving the Holdco Merger, the LLC Conversion and the Sale (the “Company Recommendation”) (provided that any Adverse Recommendation Change by the board of directors of the Company in generalaccordance with Section 6.07 shall not be a breach of this Section 3.02(g)), and (yiv) rules directed that the Holdco Merger, the LLC Conversion and the Sale be submitted for approval and the Holdco Merger Agreement be submitted for adoption by the stockholders of law governing specific performancethe Company at the Stockholders’ Meeting, injunctive reliefwhich resolutions, subject to Section 6.07, have not been rescinded, modified or withdrawn. (h) At a meeting duly called and held, the board of directors of Seller (i) determined that the Holdco Merger, the LLC Conversion, this Agreement, the Contribution Agreement, the Holdco Merger Agreement, the Separation and the Sale are expedient and for the best interests of Seller, and its stockholders, (ii) approved this Agreement, the other equitable remedies Transaction Documents and the Transactions and (iii) resolved, subject to the terms of this Agreement, to recommend that the stockholders of Seller adopt a resolution authorizing the Holdco Merger, the LLC Conversion and the Sale. (i) The board of directors of the Company has received the opinion of Evercore Group L.L.C. to the effect that, as of the date of such opinion and based upon and subject to the various qualifications, assumptions, limitations and other general principles matters set forth therein, the Base Purchase Price is fair, from a financial point of equityview, to the Seller (after giving effect to the Holdco Merger). Promptly following the execution and delivery of this Agreement, the Company will make available to Purchaser a copy of such written opinion for information purposes only.

Authority and Enforceability. (a) The Company Seller has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements each other agreement, document, instrument and/or certificate contemplated by this Agreement to which it is a party andbe executed by the Seller in connection with the Transactions (all agreements, subject documents, instruments and certificates to receipt of be executed and delivered by the Requisite Stockholder ApprovalSeller or the Buyer in connection with the Transactions, the “Ancillary Documents”), and to consummate the Merger perform its obligations hereunder and the other transactions contemplated hereby and therebythereunder. The execution execution, delivery and delivery performance by the Seller of this Agreement and any Related Agreements the Ancillary Documents to which the Company Seller is a party party, and the consummation by the Seller of the Merger and the other transactions contemplated hereby and thereby Transactions, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) Seller, and no further corporate or other action is required necessary on the part of the Company Seller to authorize this Agreement and any Related Agreements to which the Company is a party or such Ancillary Documents or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Seller Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements Ancillary Document to which the Company Seller is a party have been duly executed and delivered by the Company and Seller, and, assuming the due authorization, execution and delivery by the each other parties hereto and party thereto, each constitutes (or will constitute the upon execution) a legal, valid and binding obligations obligation of the Company Seller, enforceable against it the Seller in accordance with their its respective terms, subject to except as limited by the Bankruptcy and Equity Exception. (xb) Legal Requirements The board of general application relating to bankruptcy, insolvency, moratoriumdirectors of the Seller (the “Seller Board”) has duly adopted resolutions by which the Seller Board has: (i) determined that the sale of the Membership Interests, the relief other Transactions and this Agreement are advisable and fair to and in the best interests of debtors the Seller and enforcement its stockholders; (ii) authorized and approved the execution, delivery and performance of creditors’ rights in general, this Agreement (including the sale of the Membership Interests) by the Seller; (iii) resolved to recommend the Transactions to the Seller’s stockholders for Seller Stockholder Approval (the “Seller Board Recommendation”); and (yiv) rules directed that this Agreement and the transactions contemplated hereby be submitted to the holders of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equitySeller Common Stock for their adoption.

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

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

Authority and Enforceability. The (a) Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party the Operative Agreements, and, subject to receipt in the case of the Requisite consummation of the Merger to Company Stockholder Approval, to perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by Company of this Agreement and any Related the Operative Agreements to which the Company is a party and the consummation by Company of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of Company, subject in the Company (including the unanimous approval case of the Board of Directors consummation of the Company) and no further corporate or other action is Merger to Company Stockholder Approval. The only stockholder approval required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than for the adoption of this Agreement and approval is the delivery to Company of written consents in favor of adoption of this Agreement from the Merger by the Stockholders holders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby Common Stock (the “Company Recommendation”"COMPANY STOCKHOLDER APPROVAL"). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and, assuming Company Stockholder Approval and assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ ' rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies. (b) The Board of Directors of Company has, by the unanimous vote of all directors then in office, (i) approved this Agreement and other general principles the transactions contemplated hereby, (ii) determined that the Merger is advisable and in the best interests of equityCompany Stockholders and (iii) resolved to recommend that Company Stockholders adopt this Agreement and directed that this Agreement be submitted to Company Stockholders for adoption. Such resolutions have not been rescinded and are in full force and effect.

Authority and Enforceability. The Each of the Key Stakeholders has the requisite legal capacity and competence to execute, deliver and perform this Agreement and any Related Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. Each of the Company and the Seller has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company Company, the Seller or the Key Stakeholders is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary individual, corporate and shareholder action on the part of the Company (including Company, the unanimous approval of Seller and the Board of Directors of the Company) Key Stakeholders, and no further individual, corporate or other shareholder action is required on the part of the Company Company, the Seller and the Key Stakeholders to authorize this Agreement and any Related Agreements to which the Company it is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this . This Agreement and approval of the Merger have been unanimously approved by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)Board. This Agreement and each of the Related Agreements to which the Company Company, the Seller and the Key Stakeholders is a party have been duly executed and delivered by the Company Company, the Seller and the Key Stakeholders, as applicable, and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company Company, the Seller and the Key Stakeholders, as applicable, enforceable against it the Company, the Seller and the Key Stakeholders, as applicable in accordance with their respective terms, subject to to: (xa) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, insolvency and the relief of debtors and enforcement of creditors’ rights in general, debtors; and (yb) rules of law governing specific performance, injunctive relief, relief and other equitable remedies remedies. The Company, including the Company’s Ultimate Parent Entity as that term is defined in 16 C.F.R. Part 801.1(a)(3), (i) is not engaged in manufacturing as defined in 16 C.F.R. Part 801.1(j) and other general principles (ii) has total assets of equityless than Fifteen Million Six Hundred Thousand Dollars ($15,600,000) as determined in accordance with 16 C.F.R. Part 801.11.

Authority and Enforceability. (a) The Company has all requisite full corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements each of the Transaction Documents to which it is or will be a party, and to perform its obligations hereunder and thereunder and to consummate the Transactions contemplated hereby. The execution, delivery and performance by the Company of this Agreement and the Transaction Documents to which it is a party andparty, subject to receipt have been, or will be when executed and delivered on the Closing Date, duly authorized by all necessary corporate action by the Company and no other corporate proceedings on the part of the Requisite Company (other than the Stockholder Approval) will be necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Merger Mergers and the other transactions contemplated hereby and thereby. The execution and delivery of this This Agreement and any Related Agreements the Transaction Documents to which the Company is a party have been, or will be when executed and delivered on the consummation of Closing Date, duly executed and delivered by the Merger Company and, assuming the due execution and delivery by the other transactions contemplated hereby parties thereto, constitute (or will constitute) a valid and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors legally binding obligation of the Company) and no further corporate or other action is required on the part of , enforceable against the Company to authorize this Agreement in accordance with the terms hereof, except as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or similar Laws affecting creditors’ rights generally and any Related Agreements to which by general equitable principles (whether considered in a proceeding at law or in equity) (the Company is a party “General Enforceability Exceptions”). (b) The affirmative vote or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption affirmative action by written consent of this Agreement and approval holders of the Merger by the Stockholders of the Company who hold (ai) at least a majority of the voting power of the outstanding all shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basisclass, (bii) at least a majority of the outstanding shares holders of Company Series B Preferred Stock, Stock (voting together as a single class and not as separate classseries, on an as-converted basis) and (ciii) at least a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority holders of the outstanding shares of Company Series D Preferred Stock, voting as a separate class Stock (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is , are the only vote votes, approvals, consents or other actions of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or the holders of any Subsidiary is a party class or series of capital stock of the Company (including any class or series of Company Preferred Stock or Company Common Stock) necessary to legally authorize, approve and adopt this Agreement Agreement, the Mergers and approve the Merger other transactions contemplated hereby and to consummate the Mergers and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

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

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

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

Authority and Enforceability. The Company (a) Each member of the Buckeye Group has all the requisite power and authority to enter into this Agreement and any Related Agreements Agreement, to which it is a party perform its obligations hereunder and, subject to receipt of the Requisite Stockholder ApprovalBuckeye Consents, to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution execution, performance and delivery by each member of the Buckeye Group of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval each member of the Board of Directors Buckeye Group. Each member of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company Buckeye Group has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company this Agreement, and assuming the due authorization, execution received all necessary approvals of its stockholders and delivery by the board of directors or other parties hereto equity holders and thereto, constitute governing body. This Agreement constitutes the valid and binding obligations obligation of each member of the Company Buckeye Group, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors and enforcement of reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights in generalgenerally, (ii) the availability of injunctive relief and other equitable remedies, and (yiii) rules receipt of law governing specific performancethe Buckeye Consents. (b) Each member of the Buckeye Group has the requisite power and authority to enter into each Ancillary Agreement to which it is, or is specified to be, a party, to perform its obligations thereunder, and to consummate the transactions contemplated thereby. The execution, performance and delivery by each member of the Buckeye Group of each Ancillary Agreement to which it is, or is specified to be, a party and the consummation of the transactions contemplated thereby have been duly authorized by all necessary corporate, limited liability company or other action on the part of each member of the Buckeye Group. Each member of the Buckeye Group has duly executed and delivered each Ancillary Agreement to which it is, or is specified to be, a party. The Ancillary Agreements constitute the valid and binding obligation of each member of the Buckeye Group party thereto, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws affecting or relating to creditors’ rights generally, (ii) the availability of injunctive relief, relief and other equitable remedies remedies, and other general principles (iii) receipt of equitythe Buckeye Consents.

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

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into execute and deliver this Agreement and any Related Agreements Agreement, to which it is a party perform its obligations hereunder and, subject subject, in the case of the consummation of the Merger, to the receipt of the Requisite Company Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The Company has taken all requisite corporate actions to authorize the execution and delivery of this Agreement and any Related the performance of its obligations hereunder and, subject, in the case of the consummation of the Merger, to the receipt of the Company Stockholder Approval, to consummate the transactions contemplated hereby. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery by each of the other parties hereto, this Agreement constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. (b) The Company has all requisite power and authority to execute and deliver the Ancillary Agreements to which it will be a party, to perform its obligations thereunder and, subject, in the case of the consummation of the Merger, to the receipt of the Company is Stockholder Approval, to consummate the transactions contemplated thereby. The Company has taken all requisite corporate action to authorize the execution and delivery of the Ancillary Agreements to which it will be a party and the performance of its obligations thereunder and, subject, in the case of the consummation of the Merger and Merger, to the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part receipt of the Company (including Stockholder Approval, to consummate the unanimous approval transactions contemplated thereby. Each Ancillary Agreement, if and when executed by the Company upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by the Company, as the case may be, and, assuming the due authorization, execution and delivery by each of the Board of Directors other parties thereto, each Ancillary Agreement will constitute the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to the Enforceability Exceptions. (c) The board of directors of the Company, by resolutions duly adopted, has unanimously (i) approved and no further corporate or other action is required on declared advisable this Agreement and the part transactions contemplated hereby, including the Merger, and has determined that this Agreement and such transactions are fair to and in the best interest of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyStockholders, other than (ii) directed that the adoption of this Agreement and approval of the Merger by be submitted to the Company Stockholders for consideration and (iii) recommended that the Company Stockholders adopt this Agreement and approve the Merger. The affirmative vote of the Company who hold (a) holders of at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval Common Stock is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of capital stock or other equity interests of the Company or any Subsidiary is a party necessary to legally adopt this Agreement and approve the Merger under the DGCL and the other transactions contemplated hereby. The Board Company’s organizational documents, each as in effect at the time of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of such adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (collectively, the “Company RecommendationStockholder Approval”). This Agreement and each The Company Stockholder Approval, if obtained, shall be obtained upon delivery of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityWritten Consents.

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby. Without limiting this representation, other than the adoption of this Agreement has been adopted and approval of the Merger approved by the Stockholders who hold at least 93% of the issued and outstanding shares of the Company who hold (a) Capital Stock and at least a majority of the voting power of the issued and outstanding shares of each class of the Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectivelytogether, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is approvals of the Board of Directors of the Company and of at least a majority of the issued and outstanding shares of each class of the Company Capital Stock described in this paragraph are the only vote votes or approvals of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Mergers and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby . (the “Company Recommendation”). b) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general. (c) No “fair price,” “moratorium,” “interested stockholder,” “control share acquisition,” “business combination” or any other anti-takeover Law or similar Law enacted under state or federal Law or any anti-takeover provision in the Charter Documents is applicable to the Company, and (y) rules any shares of law governing specific performanceCompany Capital Stock or other Company Securities, injunctive reliefthis Agreement, or the Merger or the other equitable remedies and other general principles of equitytransactions contemplated hereby.

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) a b)a majority of the then outstanding shares of Company Preferred Stock (other than Series B C-1 Preferred Stock), voting separately as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stockclass on an as converted basis, voting together as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate single class (clauses (a) through and (db), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Transactions. (b) The Company Board has validly determined that this Agreement, the Related Agreements and the other transactions contemplated hereby. The Board of Directors of Transactions are advisable, fair to, and in the best interests of, the Company has unanimously and its Stockholders, approved this Agreement, the Merger Related Agreements and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other transactions contemplated hereby “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Legal Requirement, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the “Company Recommendation”). Transactions. (c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to Table of Contents bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”). As of the date hereof, neither the Company nor any of the Subsidiaries has terminated, amended or waived any rights under (or failed to enforce by seeking an injunction or by seeking to specifically enforce the terms of) any “standstill” or other similar agreement between the Company or any of the Subsidiaries and any other Person.

Authority and Enforceability. (a) The Company has all the requisite power and authority to enter into execute and deliver this Agreement and any Related Agreements the other Transaction Documents, to which it is a party perform its obligations under this Agreement and the other Transaction Documents and, subject to receipt of the Requisite Stockholder ApprovalRequired Statutory Approvals, to consummate the Merger transactions contemplated by this Agreement and the other transactions contemplated hereby Transaction Documents (the “Contemplated Transactions”). Subject to obtaining stockholder approval, the execution, delivery and thereby. The execution and delivery performance by the Company of this Agreement and any Related Agreements to which the Company is a party other Transaction Documents, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby Contemplated Transactions, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) , and no further other corporate or other action is required necessary on the part of the Company to authorize this Agreement and any Related Agreements to which or the Company is a party other Transaction Documents or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)Contemplated Transactions. This Agreement and each of the Related Agreements other Transaction Documents to which the Company is a party have been duly executed and delivered by the Company and Company, and, assuming the due authorization, execution and delivery by the other parties hereto and theretoBuyer, constitute the valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to except as limited by the Enforceability Exceptions. (xb) Legal Requirements The board of general application relating to bankruptcydirectors of the Company, insolvencyby resolutions duly adopted by unanimous written consent and not subsequently rescinded or modified in any way (the “Company Board Approval”), moratorium, has duly (i) determined that this Agreement and the relief transactions contemplated hereby are in the best interests of debtors the Company and enforcement of creditors’ rights in generalits equityholders, and declared the Merger to be advisable, (yii) rules approved this Agreement and (iii) recommended that the Stockholders adopt this Agreement and directed that it be submitted for consideration thereby. The Company Board Approval constitutes the approval of law governing specific performance, injunctive relief, other equitable remedies this Agreement and other general principles the transactions contemplated hereby (including the Merger) under the provisions of equitySection 251 of the DGCL. The Required Stockholder Approval is the only vote of the holders of capital stock of the Company necessary to approve the Merger.

Authority and Enforceability. The Company has all requisite power and authority to enter into this This Agreement and any Related Agreements to which it is a party andthe Existing Lease Documents constitute, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which other Seller Documents, Lease Documents and the Company is a party have been duly executed and delivered by Future Financing Documents, as of the Company and assuming date of the due authorization, execution and delivery by thereof shall constitute, the other parties hereto and theretolegal, constitute the valid and binding obligations of the Company Seller and/or the Single Purpose Entities to the extent that any of the same is a party thereto, enforceable against it in accordance with their respective terms, subject covenants and conditions. There are no claims, defenses (personal or otherwise) or offsets to the validity or enforceability against the Seller or any of the Single Purpose Entities under this Agreement, any of the other Seller Documents, any of the Lease Documents or any of the Future Financing Documents. Neither the Seller, the Single Purpose Entities nor any other Person with any interest in the Property (or any portion thereof) has granted to any Person other than the Buyer a right of first refusal, option to purchase, or other right to purchase all or any part of the Property other than (a) the applicable lessee's option to purchase certain portions of the Property under the Lease Documents, (b) the Seller's right to acquire the Blue Xxxx Property under the Blue Xxxx Purchase Agreement, (c) the Seller's right to acquire the Richmond Property under the Richmond Purchase Agreement, (d) the Seller's right to acquire the Xxxxxxxxxx Property under the Xxxxxxxxxx Purchase Agreement and (e) the Seller's right to acquire the West Bloomfield Hills Property under the West Bloomfield Hills Purchase Agreement. The Seller has full power and authority to execute and deliver this Agreement and to perform all of the Seller's obligations arising hereunder. The General Partner has full power and authority to execute and deliver this Agreement and the other Seller Documents (to which the Seller is a party), as the sole general partner of the Seller. As of the applicable Closing Date involving the acquisition of all of the equity interests in any Single Purpose Entity by the Buyer pursuant to this Agreement, (x) Legal Requirements of general application relating such Single Purpose Entity shall have full power and authority to bankruptcy, insolvency, moratorium, execute and deliver the relief of debtors and enforcement of creditors’ rights in general, Seller Documents to which it is a party and (y) rules the Lease Documents or the Future Financing Documents to which such Single Purpose Entity is a party shall constitute the legal, valid and binding obligations of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equitysuch Single Purpose Entity.

Authority and Enforceability. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject only to receipt of the Requisite Company Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by the Company of this Agreement and any Related Agreements each Ancillary Document to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and . Except for the Company Stockholder Approval, no further other corporate or other action is required proceedings on the part of the Company are necessary to authorize the execution, delivery or performance of this Agreement and or any Related Agreements Ancillary Document to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and or thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements Ancillary Document to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by Parent Guarantor, Buyer, Merger Sub, the Stockholder Representative and any other parties hereto and party thereto, constitute the as applicable, constitutes a legal, valid and binding obligations agreement of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject except to (x) Legal Requirements of general application the extent that enforcement may be affected by Laws relating to bankruptcy, insolvencyreorganization, moratorium, the relief of debtors insolvency and enforcement of creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies. (b) The Board of Directors of the Company, by unanimous written consent dated July 27, 2023, (i) determined that this Agreement and the Merger are fair to and in generalthe best interests of the Company and its stockholders, (ii) approved the Merger upon the terms and subject to the conditions set forth herein and approved the execution by the Company of this Agreement, and (yiii) rules of law governing specific performance, injunctive relief, other equitable remedies resolved to recommend that the Company’s stockholders approve and other general principles of equityadopt this Agreement and the Merger.

Authority and Enforceability. (a) The Company has all requisite full power and authority to enter into execute this Agreement and any Related Agreements the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to receipt of the Requisite Stockholder Shareholder Approval, to consummate the Merger and the other transactions contemplated hereby Transactions. (b) This Agreement and thereby. The execution the other Transaction Documents have been (or will be) duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery by each of the other parties hereto and thereunder, represent valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, except, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equity (such exceptions, collectively, the “Enforceability Exceptions”). (c) The Board has unanimously (i) determined that this Agreement and any Related Agreements to which the Transactions, including the Merger, are fair to, and in the best interests of the Company is a party and the Shareholders, and that, considering the financial position of the merging companies, no reasonable concern exists that the Surviving Company will be unable to fulfill the obligations of the Company to its creditors and (ii) approved and declared advisable the execution, delivery, and performance of this Agreement, Company Merger Proposal, Support Agreement and the consummation of the Transactions, including the Merger and (iii) resolved to recommend that the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally Shareholders adopt this Agreement and approve the Merger and the other transactions contemplated herebyTransactions. The Board of Directors only affirmative votes or written consents of the holders of any classes or series of Company has unanimously approved Share Capital necessary to adopt this Agreement, Agreement and approve the Merger and the other transactions contemplated hereby, Transactions are affirmative vote or written consent of (i) the Shareholders holding at least (A) at least 66% of all Company Ordinary Shares and recommended Company Preferred Shares (voting together as a single voting class on an as-converted to the Stockholders to vote in favor of adoption of this Agreement Company Ordinary Shares basis) and approval (B) a majority of the Merger outstanding shares of Company Preferred Shares (voting as a separate class on an as-converted to Company Ordinary Shares basis) and the other transactions contemplated hereby (the “ii) 100% of each Shareholder holding Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations Preferred Shares that holds at least 10% of the Company enforceable against it in accordance with their respective terms, subject to Share Capital (x(i) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumand (ii) collectively, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity“Shareholder Approval”).

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger Mergers by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, and (b) a majority at least sixty-six and two thirds (66 2/3%) of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority power of the outstanding shares of Company Series C Preferred Stock, voting together as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate single class (clauses (a) through and (db), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Transactions. (b) The Company Board has unanimously determined that this Agreement and the other transactions contemplated hereby. The Board of Directors of Transactions are advisable, fair to, and in the best interests of, the Company has unanimously and its Stockholders, approved this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger Transactions. The Company Board has taken all necessary actions so that the restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions. No other transactions contemplated hereby “control share acquisition,” “fair price,” “moratorium” or other antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the “Company Recommendation”). Transactions. (c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”). During the six month period preceding the date of this Agreement, neither the Company nor any of the Subsidiaries has terminated, amended or waived any rights under (or failed to enforce by seeking an injunction or by seeking to specifically enforce the terms of) any “standstill” agreement between the Company or any of the Subsidiaries and any other Person. (d) The Company and the Company Board have taken all actions necessary to effect the transactions anticipated by Section 1.6(c) under all Plans, Company Options, and any other plan or arrangement of the Company (whether written or oral, formal or informal) governing the terms of any Company Options, including (i) the determination by the administrators of the Plans that the treatment of Company Options contemplated by Section 1.6(c) is permissible under the terms of the Plans and the applicable equity award agreements, and (ii) the delivery of all required notices and the procurement of all necessary approvals and consents from third parties necessary to effectuate the foregoing.

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

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

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

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the outstanding shares of Company Series A Preferred Stock, voting power together as a single class on an as converted into Company Common Stock basis, and (b) at least a majority of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into to Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class basis (clauses (a) through (db), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote or approval of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby . (the “Company Recommendation”). b) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general. (c) No “fair price,” “moratorium,” “interested stockholder,” “control share acquisition,” “business combination” or any other anti-takeover Law or similar Law enacted under state or federal Law (including Section 203 of Delaware Law) or any anti-takeover provision in the Charter Documents is applicable to the Company, and (y) rules any shares of law governing specific performanceCompany Capital Stock or other Company Securities, injunctive reliefthis Agreement, or the Merger or the other equitable remedies and other general principles of equitytransactions contemplated hereby.

Authority and Enforceability. The Company has all the requisite corporate power and authority to enter into and deliver this Agreement and any Related the other agreements and documents entered into by the Company in connection with this Agreement, including without limitation the Stock Voting Agreements, the Separation Agreements and the Rights Agreement Amendment (collectively with this Agreement, the "Transaction Documents") and (with respect to which it is a party andconsummation of the transactions included in the Company Proposal, subject to receipt the valid approval of the Requisite Stockholder Approval, Company Proposal by the shareholders of the Company) to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement the Transaction Documents and any Related Agreements (with respect to which consummation of the transactions included in the Company is a party and Proposal, subject to the valid approval of the Company Proposal by the shareholders of the Company) the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company (Company, including approval by the unanimous approval board of the Board of Directors directors of the Company) , and no further other corporate or other action is required proceedings on the part of the Company are necessary to authorize this Agreement and any Related Agreements the execution or delivery of the Transaction Documents or (with respect to which consummation of the transactions included in the Company is a party or Proposal, subject to the valid approval of the Company Proposal by the shareholders of Company) to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Transaction Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly and validly executed and delivered by the Company and assuming (with respect to consummation of the due authorizationtransactions included in the Company Proposal, execution and delivery subject to the valid approval of the Company Proposal by the shareholders of Company, and assuming that the Transaction Documents constitute valid and binding obligations of Parent, Merger Sub and the other parties hereto and thereto, Persons party to the Transaction Documents (other than the Company)) constitute the valid and binding obligations of the Company Company, enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. (a) The Company has all the requisite power and authority to enter into this Agreement and any Related each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, each of the Ancillary Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required necessary on the part of the Company to authorize this Agreement, any Ancillary Agreement and any Related Agreements to which the Company it is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than subject to the adoption of this Agreement and approval receipt of the Merger by the Stockholders of the Required Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)Vote. This Agreement and each of the Related Ancillary Agreements to which the Company it is a party have been duly executed and delivered by the Company and assuming the Company. Assuming due authorization, execution and delivery by the Parent and the other parties hereto and thereto, constitute this Agreement and each of the Ancillary Agreements constitutes the valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject to except as limited by (xa) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, the relief of debtors and enforcement of fraudulent conveyance or other similar Laws relating to creditors’ rights in general, generally and (yb) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law. (b) The board of directors of the Company, has determined by unanimous approval of all directors that (i) the Merger is fair, from a financial point of view, to the Stockholders and is in the best interests of the Company, and (ii) to unanimously recommend that the Stockholders vote in favor of the Merger, this Agreement and the transactions contemplated thereby and hereby. (c) The Merger requires the affirmative vote of (i) a majority of Common Stock and Preferred Stock voting together as a single class, and (ii) eighty-five percent (85%) of the outstanding Preferred Stock, voting together as a single separate class (the “Required Company Stockholder Vote”). Other than the Required Company Stockholder Vote, no other vote of any holders of common stock, options, warrants, bonds, debentures, notes, other indebtedness or other securities of the Company is required under Law, the Company’s Organizational Documents or otherwise in order to consummate the Merger. The Company is not subject to Section 2115 of the California Corporations Code.

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger Transactions by the Stockholders of the Company who hold (ai) at least a majority of the voting power of the outstanding shares of Company Capital Voting Common Stock and Voting Preferred Stock, voting together as a single class on an as as-converted into to Company Common Stock basis, (bii) a majority at least sixty-seven percent (67%) of the outstanding shares of Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis, (iii) at least sixty-seven percent (67%) of the outstanding shares of Voting Preferred Stock, voting together as a single class on an as-converted to Company Common Stock basis, and (iv) at least sixty percent (60%) of the outstanding shares of Series B Preferred Stock, voting as a separate classseries (the foregoing clauses (i), (cii), (iii) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (div) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Transactions. (b) The Company Board has unanimously determined that this Agreement and the other transactions contemplated hereby. The Board of Directors of Transactions are advisable, fair to, and in the best interests of, the Company has unanimously and its Stockholders, approved this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger Transactions. The Company Board has taken all necessary actions so that any restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions and no “control share acquisition,” “fair price,” “moratorium” or other transactions contemplated hereby antitakeover Legal Requirement (such Law, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the “Company Recommendation”). Transactions. (c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”). (d) The Company and the Company Board have taken all actions necessary to effect the transactions anticipated by Section 1.6(b)(iv) under the Plan, all Company Options, and any other plan or arrangement of the Company (whether written or oral, formal or informal) governing the terms of any Company Options, including (i) the determination by the administrators of the Plan that the treatment of Company Options contemplated by Section 1.6(b)(iv) is permissible under the terms of the Plan and the applicable equity award agreements, and (ii) the delivery of all required notices and the procurement of all necessary approvals and consents from third parties necessary to effectuate the foregoing. (e) The Company has complied with the provisions of, and no breach, violation or default exists under, any Contract to which the Company or any of its Subsidiaries is a party that provides for any notice or negotiation rights with respect to an acquisition of the Company.

Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and any Related Agreements to which by the Company, the performance by the Company is a party of its obligations hereunder, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement, have been duly authorized by all necessary the board of directors of the Company (the “Company Board of Directors”), and no other corporate action on the part of the Company (including is necessary to authorize the unanimous approval execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyby this Agreement, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and (assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the Parties to this Agreement) constitutes a valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, except as enforceability may be limited by or subject to (xa) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors moratorium and enforcement of other similar Laws relating to or affecting creditors’ rights in general, and generally or (yb) the effect of rules of law Law and general principles of equity, including those governing specific performance, injunctive relief, relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (the “Enforceability Exceptions”). (b) At a meeting duly called and held or by written consent in lieu thereof, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) unanimously approved and adopted this Agreement and the transactions contemplated hereby and (iii) unanimously resolved (subject to Section 6.4) to recommend adoption of this Agreement and approval of the First-Step and the other general principles of equitytransactions contemplated hereby by the Company’s stockholders (such recommendation, the “Company Board Recommendation”).

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of obtaining the Requisite Stockholder ApprovalVote (as defined below), to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions by the Company contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) , and no further corporate or other action is required on the part of the Company to authorize this Agreement and or any Related Agreements to which the Company it is a party or to consummate party, the Merger or any the other transactions contemplated hereby and therebythereby (other than, other than in the adoption case of this the consummation of the Merger, obtaining the Requisite Stockholder Vote and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement and approval of the Merger have been unanimously approved by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company. The vote required of the Company has unanimously approved Stockholders to approve this Agreement, the Related Agreements, the Merger and the other transactions contemplated hereby, hereby and recommended to the Stockholders to vote thereby is set forth in favor of adoption of this Agreement and approval Section 2.4 of the Merger and the other transactions contemplated hereby Disclosure Schedule (such vote, the “Company RecommendationRequisite Stockholder Vote”). This Agreement and each of the Related Agreements to which the Company is a party have been or will be duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute or will constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratorium, insolvency and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yii) rules of law governing specific performance, injunctive relief, relief and other equitable remedies remedies. (b) Without limiting the generality of the foregoing, the Board of Directors of the Company, at a meeting duly called and held or by written consent, has unanimously (i) determined that the Merger and the other general principles transactions contemplated hereby are fair to, and in the best interests of, the Company and its stockholders, (ii) approved and adopted the Merger, this Agreement and the other transactions contemplated hereby in accordance with the provisions of equitythe DGCL, Georgia Business Corporation Code (the “GBCC”) and the Charter Documents, (iii) directed that this Agreement and the Merger be submitted to the Company’s stockholders for their approval and adoption and (iv) resolved to recommend that the Company’s Stockholders vote in favor of the approval and adoption of this Agreement and the Merger.

Authority and Enforceability. The (a) Subject to the adoption of this Agreement by the Company Stockholders, the Company has all requisite power and authority to enter into this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which it the Company is or will be a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which the Company is or will be a party and the consummation of the Merger and the other transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute constitutes the valid and binding obligations obligation of the Company enforceable against it the Company in accordance with their respective its terms, and each other agreement contemplated hereby to which the Company is or will be a party, after being duly executed and delivered by the Company, will constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, in each case subject only to the effect, if any, of (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the relief of debtors and enforcement rights or remedies of creditors’ rights in general, and or (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief). (b) The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Company Board, has approved this Agreement, the Certificate of Merger, and the Merger, and determined that this Agreement, the Certificate of Merger and the terms and conditions of the Merger are advisable and in the best interests of the Company and the Company Stockholders. (c) The Company Stockholder Approval has been obtained by consents in writing in accordance with (i) the provisions of the Organizational Documents, (ii) the DGCL, and (iii) any other applicable Legal Requirements.

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into execute this Agreement and any Related Agreements the other Transaction Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the First Merger, Charter Amendment and the other Transactions in the Written Consent, to consummate the First Merger by and the Stockholders other Transactions to be completed as of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, Effective Time. (b) a majority This Agreement and the other Transaction Documents have been (or will be) duly executed and delivered by the Company and, assuming the due authorization, execution, and delivery by each of the outstanding shares other parties hereto and thereunder, represent valid and binding obligations of the Company, enforceable against the Company Series B Preferred Stockin accordance with their terms, voting as a separate classexcept, in each case, to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equity. (c) a majority The Board has unanimously (i) determined that this Agreement and the Transactions, including the Merger and the Charter Amendment, are fair to, and in the best interests of, the Company and the Stockholders, (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the outstanding shares of Company Series C Preferred StockTransactions, voting as a separate class including the Merger and (diii) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of resolved to recommend that the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated herebyTransactions. The Board of Directors only affirmative votes or written consents of the holders of any classes or series of Company has unanimously approved Capital Stock necessary to adopt this AgreementAgreement and approve the Merger, the Merger Charter Amendment and the other transactions contemplated hereby, and recommended Transactions (“Stockholder Approval”) are the votes of the Consenting Stockholders. All actions relating to the Stockholders solicitation and obtainment of the Written Consent with respect to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it will be taken in accordance compliance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityApplicable Law.

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to the receipt of the Requisite Company Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby, including the Transactions. The execution and delivery of this Agreement and any Related Agreements Agreement to which the Company or any Subsidiary of the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby thereby, including the Transactions, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) such Person and no further corporate or other action is required on the part of the Company such Person to authorize this Agreement and any Related Agreements to which the Company such Person is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, including the Transactions (other than the adoption of this Agreement and Company Stockholder Approval). Except with respect to the Company Stockholder Approval, there is no vote, approval or consent of the Merger by the Stockholders holders of any class or series of Company Stock or any other securities of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts necessary to which the Company or any Subsidiary is a party to legally adopt this Agreement and each of the Related Agreements and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (and thereby, including the “Company Recommendation”)Transactions. This Agreement and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been been, or (in the case of the Related Agreements executed after the Agreement Date) as of the Effective Time shall be, duly executed and delivered by the Company such Person and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or (in the case of the Related Agreements executed after the Agreement Date) shall, subject to the receipt of the Company Stockholder Approval, constitute when executed and delivered, the valid and binding obligations of the Company such Person enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors moratorium and enforcement of other similar laws relating to or affecting creditors’ rights generally and (B) general principles of equity affecting the availability of specific performance and other equitable remedies. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in general, the best interests of the Company and the stockholders of the Company and (y) rules approved this Agreement in accordance with the provisions of law governing specific performancethe DGCL (collectively, injunctive reliefthe “Company Board Resolutions”). Other than the Company Stockholder Approval, no votes, approvals or consents on the part of the Company or any of the Company Stockholders are necessary under DGCL, any of the Charter Documents or any Contract to which the Company or any Subsidiary of the Company, on the one hand, and any Company Stockholder, on the other equitable remedies hand, is a party. (b) Except as set forth on Section 3.4(b) of the Company Disclosure Schedule, no consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the Transactions, except for (a) as may be required under the HSR Act, (b) as may be required under ITAR based on the Specified Transactions, (c) the receipt of the Company Stockholder Approval and the filing of the Certificate of Merger as provided in Section 1.2 hereof, and (d) such consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Company or any of its Subsidiaries’ ability to perform or comply with the covenants, agreements or obligations of the Company or any of its Subsidiaries herein or to consummate the Transactions in accordance with this Agreement and applicable Law. (c) The Company and each of its Subsidiaries, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other general principles similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of equityBuyer, the Company or the Surviving Entity or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Authority and Enforceability. The Company (a) Each of Seller and each of the Members has all requisite corporate power and authority to execute and deliver this Agreement, the Collateral Agreements, as applicable, and each other agreement, document, instrument and certificate contemplated by this Agreement or the Collateral Agreements, or any other documents to be executed in connection with the consummation of the transactions contemplated hereby and thereby to which it is a signatory (collectively, the “Seller Documents”), to perform its obligations under this Agreement and the Seller Documents, and to consummate the transactions contemplated hereby and thereby. Each Principal Member and Transferred Business Employee has all requisite power and authority to enter into execute and deliver the Seller Documents to which such Person is a signatory, to perform such Principal Member’s or Transferred Business Employee’s obligations (as applicable) under this Agreement and any Related Agreements to which it is a party andthe Seller Documents, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party Seller Documents by the Seller Parties, and the performance by the Seller Parties of their respective obligations under this Agreement and the Seller Documents, and consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) Seller Parties, and no further corporate or other action is required on the part of any of the Company Seller Parties to authorize approve this Agreement Agreement, the Collateral Agreements, and any Related Agreements the transactions contemplated hereby and thereby. (b) Seller’s members and manager have unanimously determined that it is fair to, advisable and in the best interests of Seller and its members to which enter into the Company is a party or Acquisition upon the terms and subject to consummate the Merger or any conditions of this Agreement, and has unanimously approved this Agreement, the Seller Documents, the Acquisition and the other transactions contemplated hereby and thereby, other than thereby and has unanimously resolved to recommend that the adoption Seller’s holders of this Agreement Interests adopt and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt approve this Agreement and approve the Merger Acquisition and the other transactions contemplated hereby. The Board vote of Directors Seller’s holders of the Company has unanimously approved Interests required to approve this Agreement, the Merger Seller Documents, the Acquisition, and the other transactions contemplated herebyhereby and thereby is 100% (collectively, the “Required Seller Approvals”). Holders of a sufficient number of Interests necessary to obtain the Required Seller Approvals have, contemporaneously with the execution and recommended to delivery of this Agreement, approved the Stockholders to vote in favor of adoption of Acquisition, this Agreement and approval of the Merger and the other transactions contemplated hereby Collateral Agreements. (the “Company Recommendation”). c) This Agreement and each of the Related Agreements to which the Company is a party Seller Documents have been duly executed and validly delivered by Seller and the Company Principal Members. This Agreement and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the Seller Documents constitutes a valid and binding obligations obligation of Seller and the Company Principal Members, enforceable against it Seller and the Principal Members in accordance with their respective the terms, except as such enforceability may be limited by principles of public policy and subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, relief or other equitable remedies and other general principles of equityremedies.

Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and any Related Agreements to which by the Company, the performance by the Company is a party of its obligations hereunder, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement, have been duly authorized by all necessary the board of directors of the Company (the “Company Board of Directors”), and no other corporate action on the part of the Company (including is necessary to authorize the unanimous approval execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated by this Agreement, other than the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other Parties to this Agreement) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by or subject to (a) bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (b) the effect of rules of Law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (the “Enforceability Exceptions”). (b) At a meeting duly called and held or by written consent in lieu thereof, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) unanimously approved and no further corporate or other action is required on the part of the Company to authorize adopted this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (aiii) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, unanimously resolved (bsubject to Section 6.4) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of recommend adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby by the Company’s stockholders (such recommendation, the “Company Board Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. (a) The board of directors of the Company has determined as of the date hereof that the Arrangement is fair to the Company Securityholders and is in the best interests of the Company, and has determined to recommend that the Company Securityholders vote in favour of the Arrangement Resolution. The Company's directors have advised the Company that, as of the date hereof, they intend to vote any Shares and any Company Options held by them on the date of the Company Meeting in favour of the Arrangement Resolution and will so represent in the Circular. The board of directors of the Company has approved the execution and performance of this Agreement and received a draft of the Fairness Opinion from the Financial Advisor and an oral report from the Financial Advisor concerning the Fairness Opinion. Prior to the date of the application for the Interim Order, the board of directors of the Company will have received the Fairness Opinion from the Financial Advisor. (b) The only vote of holders of securities of the Company necessary to approve the Arrangement is, subject to any requirements of the Interim Order, the Required Vote. (c) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the Company's obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of this Agreement and the Ancillary Agreements and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and assuming constitutes the due authorizationlegal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting the enforcement of creditors' rights generally and by general equitable principles. Upon the execution and delivery by the other parties hereto and thereto, constitute Company of (i) the valid and binding obligations of Ancillary Agreements to which the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, is a party and (yii) rules of law governing specific performancethe Key Employment Agreements, injunctive relief, other equitable remedies and other general principles of equity.such Ancillary

Authority and Enforceability. (a) The Company has all requisite corporate power and authority authority, including the unanimous approval of the Company Board, to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, including (bi) a majority the affirmative vote of holders of sixty percent (60%) of the issued and outstanding shares of the Company Series A Preferred Stock, voting together as a single class on as converted basis, and the affirmative vote of holders of sixty-six percent (66%) of the issued and outstanding shares of the Company Series B Preferred Stock, voting together as a separate class, single class on as converted basis (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. Transactions. (b) The Company Board of Directors of has unanimously determined that this Agreement and the Transactions are advisable, fair to, and in the best interests of, the Company has unanimously and its Stockholders, approved this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger Transactions. The Company Board has taken all necessary actions so that any restrictions on business combinations under applicable Legal Requirements are not applicable to this Agreement and the Transactions and no “control share acquisition,” “fair price,” “moratorium” or other transactions contemplated hereby antitakeover Legal Requirement applies to this Agreement or the Transactions. (the “Company Recommendation”). c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (i) and (ii) collectively, the “Enforceability Limitations”).

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company and, assuming the due execution and delivery of this Agreement by the other parties hereto, constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms subject only to the effect, if any, of (including i) applicable bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting the enforcement of the rights and remedies of creditors generally and (ii) rules of Law governing specific performance, injunctive relief and other equitable remedies. The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous approval vote of the Board of Directors of Company Board, has approved this Agreement in accordance with the Company) Charter Documents and no further corporate applicable Law. No other votes, approvals or other action is required consents on the part of the Company to authorize this Agreement and and/or any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required Security Holders are necessary under applicable Legal Requirements, Delaware Law, any of the Charter Documents and all or any Contracts to which the Company or any Subsidiary is a party to legally adopt approve this Agreement and the Transactions and to approve the Merger Acquisition. (b) The execution and delivery of this Agreement by the Company does not, and the other transactions contemplated hereby. The Board consummation of Directors the Transactions will not, (i) result in the creation of any Encumbrance on any of the material assets of the Company has unanimously approved this Agreementor any Subsidiary or any of the shares of Company Capital Shares or (ii) conflict with, or result in any violation of or default under (with or without notice or lapse of time, or both), or give rise to a right of termination, cancellation or acceleration of any obligation or loss of any benefit (other than a Tax benefit) under, (A) any provision of the Merger Charter Documents or the organizational documents of any Subsidiary, in each case as amended to date, (B) (assuming the making of all filings as may be required under the HSR Act and applicable Anti-Trust Laws and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval expiration or termination of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements applicable waiting period) any Law or any judgement, order or decree to which the Company or any Subsidiary is a party have been duly executed and delivered subject, or (C) except as set forth on Schedule 3.5(b)(ii)(C) of the Disclosure Letter, any Material Contract. (c) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company and assuming in connection with the due authorization, execution and delivery by of this Agreement or the consummation of the Transactions, except for (ii) such filings and notifications as may be required under the HSR Act and the expiration or early termination of applicable waiting periods under the HSR Act and (ii) such other parties hereto consents, approvals, Orders, authorizations, registrations, declarations, filings and theretonotices that, constitute if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the valid and binding Company’s ability to perform or comply with the covenants, agreements or obligations of the Company enforceable against it herein or to consummate the Transactions in accordance with their respective terms, subject to this Agreement and applicable Law. (xd) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumThe Company, the relief Company Board and the Company Shareholders have taken all actions such that the restrictive provisions of debtors and enforcement of creditors’ rights in generalany “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and (y) rules any anti-takeover provision in the organizational or governing documents of law governing specific performancethe Company will not be applicable to any of Purchaser, injunctive reliefthe Company or to the execution, delivery or performance of the Transactions, including the consummation of the Acquisition or any of the other equitable remedies and other general principles of equityTransactions.

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of obtaining the Requisite Stockholder ApprovalConsent, to consummate the Merger and to consummate the other transactions contemplated hereby and thereby. The execution execution, delivery and delivery performance of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions by the Company contemplated hereby and thereby have been duly authorized by all necessary corporate or similar action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other similar action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company it is a party or to consummate party, the Merger or any the other transactions contemplated hereby and therebythereby (other than, other than in the adoption case of this the consummation of the Merger, obtaining the Stockholder Consent and the filing and recordation of appropriate merger documents as required by the DGCL and DLLCA). This Agreement and approval of the Merger have been unanimously approved by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)Company. This Agreement and each of the Related Agreements to which the Company is a party have been or, in the case of such Related Agreements, will be duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute or will constitute, as the case may be, the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, insolvency and the relief of debtors and enforcement of creditors’ rights in generaldebtors, and (yii) rules of law Law governing specific performance, injunctive relief, relief and other equitable remedies remedies. (b) Without limiting the generality of the foregoing, the Board of Directors of the Company has unanimously (i) determined that the Merger and the other general principles transactions contemplated hereby are fair to, and in the best interests of, the Company and the Company Stockholders, (ii) approved and adopted the Merger, this Agreement and the other transactions contemplated hereby in accordance with the provisions of equitythe DGCL and the Charter Documents, (iii) directed that this Agreement and the Merger be submitted to the Company Stockholders for their approval and adoption and (iv) resolved to recommend that the Company Stockholders vote in favor of the approval and adoption of this Agreement and the Merger.

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which it the Company is or will be a party andparty, and to consummate the transactions contemplated hereby, subject to receipt of the Requisite Company Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which the Company is or will be a party party, the performance of the Company’s obligations hereunder and thereunder, and the consummation of the Merger and the other transactions contemplated hereby and or thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of , subject to the Company Stockholder Approval. Subject to authorize the Company Stockholder Approval, this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and constitutes (assuming the due authorization, execution execution, and delivery by the other parties hereto and thereto, constitute ) the valid and binding obligations obligation of the Company enforceable against it the Company in accordance with their respective its terms, and each other agreement contemplated hereby to which the Company is or will be a party, after being duly executed and delivered by the Company, will (assuming due authorization, execution, and delivery by the other parties thereto) constitute a valid and binding obligation of the Company enforceable against the Company in accordance with its terms, in each case subject only to the effect, if any, of (xi) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws relating to or affecting the relief of debtors and enforcement rights or remedies of creditors’ rights in general, and or (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief) (such laws and principles described in clauses (i) and (ii) being referred to herein as “Creditors’ Rights”). (b) The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote or written consent of the Company Board, has approved this Agreement, the Certificate of Merger, the Merger, and the other transactions contemplated by this Agreement, and determined that this Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company Stockholders. (c) Immediately after the execution and delivery of this Agreement by each of the parties hereto, the Company Stockholder Approval will be obtained by consents in writing in accordance with (i) the provisions of the Organizational Documents, (ii) the DGCL, and (iii) any other applicable Legal Requirements.

Authority and Enforceability. The (a) Other than obtaining the Company Member Approval, the Company has all the requisite power and authority to enter into this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which it the Company is or will be a party andparty, subject to receipt of the Requisite Stockholder Approval, perform its obligations hereunder and thereunder and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which the Company is or will be a party party, the performance by the Company of its obligations hereunder and thereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, and each other agreement contemplated hereby to which the Company is or will be a party, after being duly executed and delivered by the Company, will (assuming the due authorization, execution and delivery by the other parties hereto and thereto) constitute a legal, constitute the valid and binding obligations obligation of the Company enforceable against it the Company in accordance with their respective its terms, subject to the effect, if any, of (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the relief rights or remedies of debtors and enforcement of creditors’ rights in general, and creditors or (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity. (b) The Company Board duly and unanimously adopted resolutions (i) approving and declaring advisable this Agreement and the other agreements contemplated herein, the Merger and the other transactions contemplated hereby and thereby, (ii) declaring that it is in the best interests of the members of the Company that the Company enter into this Agreement and consummate the transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this Agreement, (iii) declaring that the terms of the Merger are fair to the Company and the Company Members, and (iv) recommending that the Company Members approve this Agreement, which resolutions have not been rescinded, modified or withdrawn in any way. The Company Member Approval is the only vote of the holders of any equity or other membership interest of any class or series of the Company necessary to approve or adopt this Agreement or to consummate the Merger and the other transactions contemplated herein.

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

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

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

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

Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and any Related Agreements to which by the Company, the performance by the Company is a party of its obligations hereunder, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement, have been duly authorized by all necessary the board of directors of the Company (the “Company Board of Directors”), and no other corporate action on the part of the Company (including is necessary to authorize the unanimous approval execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated by this Agreement, other than the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other Parties to this Agreement) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by or subject to (a) bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (b) the effect of rules of Law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (the “Enforceability Exceptions”). (b) At a meeting duly called and held, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) unanimously approved and no further corporate or other action is required on the part of the Company to authorize adopted this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (aiii) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, unanimously resolved (bsubject to Section 6.4) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of recommend adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby by the Company’s stockholders (such recommendation, the “Company Board Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. The Company Such Non-Oak Seller has all requisite the entity power and authority authority, and, in the case of any Non-Oak Seller that is an individual, the requisite legal capacity and the unrestricted right, power and authority, to enter into execute and deliver this Agreement and any Related the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions. The execution, delivery and performance by such Non-Oak Seller of this Agreement and the Ancillary Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation by such Non-Oak Seller of the Merger and the other transactions contemplated hereby and thereby Contemplated Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) such Non-Oak Seller and no further corporate or other action is required necessary on the part of the Company such Non-Oak Seller to authorize this Agreement and or any Related Agreements Ancillary Agreement to which the Company it is a party or to consummate the Merger Contemplated Transactions. If such Non-Oak Seller is an individual and is married, and such Non-Oak Seller’s Units constitute community property or any otherwise need spousal or other transactions contemplated hereby approval for this Agreement or the Ancillary Agreements to which he or she is a party to be legal, valid and therebybinding, other than the adoption execution, delivery and performance of this Agreement and approval the Ancillary Agreements and the consummation by such Non-Oak Seller of the Merger Contemplated Transactions have been duly authorized by, and, constitute the legal, valid and binding obligation of such Non-Oak Seller’s spouse enforceable against such spouse in accordance with its terms, except as limited by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stockbankruptcy, voting together as a single class on an as converted into Company Common Stock basisinsolvency, reorganization, moratoriums, fraudulent conveyance or similar Laws related to creditors’ rights generally and (b) general principles of equity, whether such enforceability is considered a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware proceeding in equity or at Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements Ancillary Agreement to which the Company it is a party have been duly executed and delivered by the Company and assuming the such Non-Oak Seller. Assuming due authorization, execution and delivery by the Buyer and each other parties hereto and party thereto, constitute this Agreement and each of the Ancillary Agreements constitutes a legal, valid and binding obligations obligation of the Company such Non-Oak Seller, enforceable against it such Non-Oak Seller in accordance with their respective its terms, subject to except as limited by (xa) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, the relief of debtors and enforcement of fraudulent conveyance or other similar Laws relating to creditors’ rights in general, generally and (yb) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law.

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

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

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

Authority and Enforceability. (a) The Company has all the requisite power and authority to enter into this Agreement and any Related each of the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution, delivery and performance by the Company of this Agreement, each of the Ancillary Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery Certificate of this Agreement and any Related Agreements to which the Company is a party Amendment and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required necessary on the part of the Company to authorize this Agreement, any Ancillary Agreement and any Related Agreements to which the Company it is a party or the Certificate of Amendment or to consummate the Merger or any other transactions contemplated hereby and thereby, other than subject to the adoption of this Agreement and approval receipt of the Merger by the Stockholders of the Required Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)Vote. This Agreement and each of the Related Ancillary Agreements to which the Company it is a party have been duly executed and delivered by the Company and assuming the Company. Assuming due authorization, execution and delivery by the other parties hereto Parent, this Agreement and thereto, constitute each of the Ancillary Agreements constitutes the valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject to except as limited by (xa) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, moratorium, the relief of debtors and enforcement of fraudulent conveyance or other similar Laws relating to creditors’ rights in general, generally and (yb) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity, whether such enforceability is considered in a proceeding in equity or at Law. (b) The board of directors of the Company has determined by unanimous approval of all directors that (i) the Merger is fair, from a financial point of view, to the Stockholders and is in the best interests of the Company, and (ii) to unanimously recommend that the Stockholders vote in favor of the Merger, this Agreement and the Certificate of Amendment. (c) The Merger and this Agreement require the affirmative vote of (i) a majority of Common Stock and Preferred Stock voting together as a single class, (ii) sixty percent (60%) of the Preferred Stock, voting together as a single class on an as-converted basis and (iii) a majority of the Common Stock (the “Required Merger Vote”). No other vote of any holders of common stock, options, warrants, bonds, debentures, notes, other indebtedness or other securities of the Company is required under Law, the Company’s Organizational Documents or otherwise in order to consummate the Merger. (d) The Certificate of Amendment requires the affirmative vote of of (i) a majority of Common Stock and Preferred Stock voting together as a single class, and (ii) sixty percent (60%) of the Preferred Stock, voting together as a single class on an as-converted basis (the “Required Certificate of Amendment Vote”, and together with the Required Merger Vote, the “Required Company Stockholder Vote”). No further vote, approval or consent of the holders of any class or series of Company Capital Stock is necessary to approve and file with the Secretary of State of the State of Delaware the Certificate of Amendment.

Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party Agreement, and, subject in the case of the consummation of the Merger to receipt of the Requisite Company Stockholder Approval, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and any Related Agreements to which by the Company is a party and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the Board of Directors consummation of the Company) and no further corporate or other action is required on the part Merger to receipt of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretoMerger Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ rights in generaland remedies generally, and (yii) rules of law governing specific performanceas to enforceability, injunctive relief, other equitable remedies and other 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). (b) The affirmative vote or consent of the holders of a majority of the then outstanding Company Shares voting as a single class at a duly convened meeting of the Company Stockholders to adopt and approve this Agreement and the Merger, or by written consent of the Company Stockholders in lieu of such meeting, are the only votes or consents of the holders of any class of capital stock or other security necessary to adopt and approve this Agreement and the Merger. (c) The Board of Directors of the Company has, by the unanimous vote of all directors then in office, duly adopted resolutions (i) approving and declaring advisable this Agreement, the Merger and the transactions contemplated hereby, (ii) directing that the adoption of this Agreement be submitted to the Company Stockholders and (iii) recommending that the Company Stockholders adopt this Agreement.

Authority and Enforceability. (a) The Company has all requisite the corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution execution, delivery and delivery performance by the Company of this Agreement and any Related Agreements each Ancillary Document to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and . Except for the Company Stockholder Approval, no further other corporate or other action is required proceedings on the part of the Company are necessary to authorize the execution, delivery or performance of this Agreement and or any Related Agreements Ancillary Document to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and or thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements Ancillary Document to which the Company is a party have has been duly executed and delivered by the Company and assuming the due authorizationconstitutes a legal, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations agreement of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject except to (x) Legal Requirements of general application the extent that enforcement may be affected by Laws relating to bankruptcy, insolvencyreorganization, moratorium, the relief of debtors insolvency and enforcement of creditors’ rights and by the availability of injunctive relief, specific performance and other equitable remedies. (b) The Board of Directors of the Company, in generalan action taken by unanimous written consent on November 17, 2023, (i) determined that this Agreement and the Merger are fair to and in the best interests of the Company and its stockholders, (ii) approved the Merger upon the terms and subject to the conditions set forth herein and approved the execution by the Company of this Agreement, and (yiii) rules resolved to recommend that the Company’s stockholders approve and adopt this Agreement and the Merger. The Company Stockholder Approval was duly and validly obtained pursuant to the Organizational Documents of law governing specific performance, injunctive relief, other equitable remedies the Company and other general principles of equityDGCL on the date set forth in such Company Stockholder Approval.

Authority and Enforceability. (a) The Company has all the requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyMerger. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby by this Agreement have been duly authorized by all necessary corporate action on the part of the Company (Company, including the unanimous approval and adoption of this Agreement and the Board of Directors of Merger by the Company) Company Stockholders, and no further other corporate or other action is required proceedings on the part of the Company are necessary to authorize this Agreement and any Related Agreements to which the Company is a party or Agreement, to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of by this Agreement (other than the filing and approval recordation of appropriate merger documents as required by the Merger and the other transactions contemplated hereby (the “Company Recommendation”DGCL). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto and theretohereto, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of creditors’ moratorium or other similar laws affecting or relating to creditors rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies. (b) The Board of Directors of the Company has unanimously (i) approved this Agreement and the Merger and the other general principles transactions contemplated by this Agreement, (ii) determined that the Merger and the other transactions contemplated by this Agreement are advisable and in the best interests of equitythe Company Stockholders, and (iii) recommended that the Company Stockholders approve this Agreement and the Merger. (c) Stockholders representing at least 80% of the outstanding Company Shares on an as-converted to Common Stock basis and at least 80% of the outstanding Company Preferred Shares have approved this Agreement and the Merger pursuant to the written consents executed contemporaneously herewith and no other vote or consent of the holders of any class of Capital Stock or other Equity Security is necessary to approve this Agreement and the Merger.

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

Authority and Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite corporate or other legal power and authority authority, as applicable, to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by each of Parent and Merger Sub of this Agreement and any Related Agreements to which the Company it is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) Parent and Merger Sub and no further corporate or other action is required on the part of the Company such Person to authorize this Agreement and any Related Agreements to which the Company such Person is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement Merger Sub Stockholder Approvals and approval the filing of the Certificate of Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended pursuant to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)DGCL. This Agreement and each of the any Related Agreements to which the Company any of Parent and Merger Sub is a party have been been, or as of the Effective Time, shall be, duly executed and delivered by Xxxxxx and Merger Sub, as the Company and case may be, and, assuming the due authorization, execution and delivery by the other parties hereto and theretothereto constitute, or shall constitute when executed and delivered, the valid and binding obligations of Parent and Merger Sub, as the Company case may be, enforceable against it each of Parent and Merger Sub, as the case may be, in accordance with their respective terms, subject to (xa) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally; and (yb) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity. The boards of directors of each of Parent and Xxxxxx Sub have, by resolutions duly adopted by written consent or at a meeting of all directors of each of Parent and Merger Sub (and not thereafter modified or rescinded) have approved this Agreement, the Related Agreements, and the transaction contemplated hereby, including the Merger, in accordance with the provisions of the DGCL (the “Parent Board Resolutions”). No consent is required by the stockholders of Parent to adopt this Agreement and approve the Merger under the DGCL. The affirmative vote of Parent as the sole stockholder of Merger Sub is the only vote of the stockholders of Merger Sub necessary to adopt this Agreement and approve the Merger under the DGCL (the “Merger Sub Stockholder Approval”). (b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to Parent or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (ii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, Parent’s or any of its Subsidiaries’ ability to perform or comply with the covenants, agreements or obligations of Parent or any of its Subsidiaries herein or to prevent Parent and Merger Sub from consummating the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law.

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

Authority and Enforceability. (a) As of the date hereof, the Board of Directors of the Company, after consultation with its financial and legal advisors, has determined unanimously that the Arrangement is in the best interests of the Company and has resolved unanimously to recommend to the Company Securities Holders that they vote their Common Shares or Company Options in favor of the Arrangement. Subject to compliance with the CBCA, the Board of Directors of the Company has unanimously approved the Arrangement and the execution and performance of this Agreement. The Board of Directors of the Company has received a Fairness Opinion from Xxxxxxx Xxxxx & Company or another financial advisor of national reputation (the “Company Financial Advisor”). Promptly following receipt of the written Fairness Opinion, the Company shall provide a complete copy of the Fairness Opinion to Parent. (b) The only vote of holders of securities of the Company necessary to approve the Arrangement is, subject to any requirements of the Interim Order, the Required Company Vote. (c) The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and any Related Agreements to which it is a party and, subject to receipt each of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Ancillary Agreements to which the Company is a party and to perform the consummation Company’s obligations under this Agreement and each such Ancillary Agreement. The execution, delivery and performance of the Merger this Agreement and the other transactions contemplated hereby and thereby Ancillary Agreements have been duly authorized by all necessary corporate action on the part of the Company, except for the Required Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)Vote. This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and assuming constitutes the due authorizationlegal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity. (d) Upon the execution and delivery by the other parties hereto and theretoCompany of the Ancillary Agreements to which the Company is a party, such Ancillary Agreements will constitute the legal, valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity.

Authority and Enforceability. The Company (a) Seller has all requisite corporate power and authority to enter into into, deliver and perform this Agreement and the Disclosure Schedule, the Lease Agreement, the THR Hospital Provider Agreements, the Transition Services Agreement, the License Agreement, Seller's Bring Down Certificate and any other documents contemplated by this Agreement (collectively, the "Related Agreements Documents") to which it Seller is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger Transactions. All acts or proceedings required to be taken by Seller to authorize the execution, delivery and the other transactions contemplated hereby and thereby. The execution and delivery performance of this Agreement and any the Transactions have been duly and validly taken and, by Closing, each Related Agreements Document to which the Company Seller is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been will be duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyauthorized, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming Seller pursuant to all necessary corporate action. Assuming the due authorization, execution and delivery by the other parties hereto thereto (except THR), this Agreement constitutes, and theretoupon their execution and delivery at the Closing, each Related Document to which Seller is a party, will constitute the legal, valid and binding obligations obligation of the Company Seller, enforceable against it Seller in accordance with their respective terms. (b) THR has all requisite corporate power and authority to enter into, subject deliver and perform this Agreement and the Related Documents to which THR is party and to cause the consummation of the Transactions. All acts or proceedings required to be taken by THR to authorize the execution, delivery and performance of this Agreement and the Transactions have been duly and validly taken and by Closing, each Related Document to which THR is a party will be duly authorized, executed and delivered by THR pursuant to all necessary corporate action. Assuming the due authorization, execution and delivery by the other parties thereto (x) Legal Requirements of general application relating to bankruptcyexcept Seller), insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in generalthis Agreement constitutes, and (y) rules upon their execution and delivery at the Closing, each Related Document to which THR is a party, will constitute the legal, valid and binding obligation of law governing specific performanceTHR, injunctive relief, other equitable remedies and other general principles of equityenforceable against THR in accordance with their respective terms.

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

Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party Agreement, and, subject to receipt in the case of the Requisite consummation of the Merger to the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and any Related Agreements to which the consummation by the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval consummation of the Merger by to the Stockholders Company Stockholder Approval. (b) The affirmative vote or consent of the Company who hold holders of (ai) at least a majority of the voting power of the outstanding shares of Company Capital Common Stock and Company Preferred Stock, voting together as a single class on an as as-converted into Company Common Stock basis, and (bii) a majority of the outstanding shares of Company Series B Preferred Stock, Stock voting as a separate class, (c) at a majority duly convened meeting of the outstanding shares of Company Series C Preferred Stock, voting as a separate class Stockholders or by written consent to adopt and (d) a majority approve this Agreement and the Merger is the only vote or consent of the outstanding shares holders of any class of capital stock or other security of the Company Series D Preferred Stock, voting as a separate class necessary to adopt and approve this Agreement and the Merger (clauses (a) through (d), collectively, the “Requisite Company Stockholder Approval”). The Requisite Stockholder Approval is the only vote execution and delivery of the Principal Stockholder Consent by each of the Principal Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents shall constitute Company Stockholder Approval. (c) This Agreement has been duly executed and all Contracts to which delivered by the Company and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) bankruptcy, insolvency, reorganization, moratorium or any Subsidiary is a party other similar Laws affecting or relating to legally adopt this Agreement creditors’ rights generally, and approve (ii) the Merger availability of injunctive relief and the other transactions contemplated hereby. equitable remedies. (d) The Board of Directors of the Company has unanimously has, by unanimous vote of all directors then in office, (i) approved this Agreement, the Merger and the other transactions contemplated hereby, (ii) determined that the Agreement and recommended the Merger is advisable and fair to, and in the best interests of, the Company Stockholders and (iii) resolved to recommend that the Company Stockholders adopt and approve this Agreement and the Merger and directed that this Agreement and the Merger be submitted to the Company Stockholders for adoption and approval. (e) The Company Board has taken all actions so that the restrictions in section 203 of the DGCL applicable to vote a “business combination” (as defined in favor of adoption such Section 203), and any other similar federal, state, local or foreign “fair price” or “control share acquisition” statutes, laws or regulations (any such statute, law or regulation, a “Takeover Statute”), will not apply to Parent or Merger Sub with respect to the Merger, including the execution, delivery or performance of this Agreement and approval the consummation of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityhereby.

Authority and Enforceability. The Company (a) Each of Parent and Merger Sub has all requisite power and authority to enter into execute and deliver this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby hereby. Each of Parent and thereby. The Merger Sub has taken all requisite corporate action to authorize the execution and delivery of this Agreement and any Related Agreements to which Agreement, the Company is a party performance of its obligations hereunder and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by each of the other parties hereto hereto, this Agreement constitutes the valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the Enforceability Exceptions. (b) Parent has all requisite power and authority to execute and deliver the Ancillary Agreements to which it will be a party, to perform its obligations thereunder and to consummate the transactions contemplated thereby. Parent has, and prior to the Closing will have, taken all requisite corporate or other actions to authorize the execution and delivery of the Ancillary Agreements to which it will be a party, the performance of its obligations thereunder and the consummation of the transactions contemplated thereby. Each Ancillary Agreement, if and when executed by Parent upon the terms and subject to the conditions set forth in this Agreement, will be duly executed and delivered by Parent and, assuming the due authorization, execution and delivery by each of the other parties thereto, each Ancillary Agreement will constitute the valid and binding obligations obligation of the Company Parent enforceable against it Parent in accordance with their respective its terms, subject to the Enforceability Exceptions. (xc) Legal Requirements Each of general application relating (i) the board of directors of Parent and (ii) the board of directors of Merger Sub has approved and, in the case of Merger Sub, declared advisable this Agreement and the Ancillary Agreements to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in generalwhich Parent is a party, and (y) rules the merger of law governing specific performance, injunctive relief, Merger Sub with and into the Company upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL. Parent has adopted this Agreement and consented to the Merger and the consummation of the other equitable remedies transactions contemplated hereby pursuant to the Parent Merger Approval. No other vote or consent of the holders of any class or series of the capital stock of Parent or Merger Sub is required to approve and other general principles adopt this Agreement and the Ancillary Agreements to which Parent is a party and the merger of equityMerger Sub with and into the Company upon the terms and subject to the conditions set forth in this Agreement and in accordance with the DGCL.

Authority and Enforceability. (a) The Company has all requisite full power and authority to enter into execute this Agreement and any Related Agreements the other Operative Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby Transactions by affirmative vote or written consent of the holders of at least (a) a majority of all shares of Common Stock and Preferred Stock (voting together as a single voting class on an as-converted to Common Stock basis), and (b) the holders of a majority of the outstanding shares of Series A Shares, Series B Shares and Series B-1 Shares (voting as a separate voting class on an as-converted to Common Stock basis) (collectively, the “Company RecommendationStockholder Approval”). , to consummate the Merger and the other Transactions. (b) This Agreement and each of the Related Agreements other Operative Documents to which the Company is (or will be) a party have been (or will be) duly executed and delivered by the Company and and, assuming the due authorization, execution execution, and delivery by each of the other parties hereto and thereto, constitute the represent valid and binding obligations of the Company Company, enforceable against it the Company in accordance with their respective terms, except, in each case, to the extent such enforceability is subject to (x) Legal Requirements the effect of general application relating to any applicable bankruptcy, insolvency, reorganization, moratorium, the relief of debtors and enforcement of or other Applicable Law affecting or relating to creditors’ rights in general, and (y) generally or rules of law Applicable Law governing specific performance, injunctive relief, relief and other equitable remedies (the “Bankruptcy and Equity Exception”). The execution, delivery, and performance by the Company of this Agreement and the other general principles Operative Documents to which the Company is (or will be) a party and the consummation by the Company of equitythe Transactions do not and will not violate or conflict or result in a breach of or constitute a default under any provision of the Certificate of Incorporation or Bylaws. (c) The board of directors of the Company has unanimously (i) determined that this Agreement and the Transactions, including the Merger, are fair to, and in the best interests of, the Company and the Stockholders, (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, including the Merger, and (iii) resolved to recommend that the Stockholders adopt this Agreement and approve the Merger and the other Transactions. The only affirmative votes or written consents of the holders of any classes or series of Capital Stock necessary to adopt this Agreement and approve the Merger and the other Transactions are the votes that constitute the Stockholder Approval. All actions taken by the Company or its Representatives to solicit and obtain the Stockholder Approval with respect to this Agreement have been and will be taken in compliance with Applicable Law. (d) The Company is not subject to the requirements of subdivision (b) of Section 2115 of the General Corporation Law of the State of California pursuant to the terms of such Section 2115.

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

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement to which the Company or any Subsidiary of the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) such Person and no further corporate or other action is required on the part of the Company such Person to authorize this Agreement and any Related Agreements to which the Company such Person is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required holders of any class or series of Company Capital Stock or any other securities of the Company that is necessary under applicable Legal RequirementsDGCL, Delaware Law, any of the Charter Documents and all or any Contracts to which the Company or any Subsidiary of the Company is a party to legally adopt this Agreement and each of the Related Agreements and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (and thereby and to approve the “Company Recommendation”)Merger. This Agreement and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company such Person and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company such Person enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yB) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). (b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificates of Merger, (ii) the expiration or early termination of the applicable waiting period under the HSR Act and the expiration or termination of waiting periods or the receipt of approvals or consents required under other Antitrust Laws, and (iii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not materially and adversely affect, and would not reasonably be expected to materially and adversely affect, the Company or any of its Subsidiaries’ ability to perform or comply with the covenants, agreements or obligations of the Company or any of its Subsidiaries herein or to consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law. (c) The Company and each of its Subsidiaries, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of Parent, the Company or the Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other transactions contemplated by this Agreement.

Authority and Enforceability. The (a) Subject to the approval of this Agreement by the Company Shareholders, the Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements each of the other Transaction Documents to which it the Company is or will be a party andparty, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and any Related Agreements each of the other Transaction Documents to which the Company is or will be a party, and the consummation of the transactions contemplated hereby and thereby, have been duly authorized by the Company Board on or before the Agreement Date. This Agreement and of the other Transaction Documents to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto Acquiror and theretothe Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it the Company in accordance with their respective its terms, subject to except as enforcement may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreceivership, conservatorship, arrangement, reorganization, fraudulent transfer, moratorium or other similar laws relating to or affecting the relief rights or remedies of debtors and enforcement creditors generally, or (ii) the rules governing the availability of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, relief or other equitable remedies and other general principles of equity, regardless of whether considered in a proceeding in equity or at law. (b) On or prior to the Agreement Date, the Company Board, by resolutions duly adopted by the unanimous vote of the Company Board members present, has (i) approved this Agreement, the Certificate of Merger, the Articles of Merger and the Merger; (ii) determined that this Agreement is advisable and in the best interests of the Company and the Company Shareholders; (iii) directed that this Agreement and the Merger be submitted to the Company Shareholders for consideration; and (iv) recommended that the Company Shareholders approve the adoption of this Agreement.

Authority and Enforceability. The Company has all requisite power and authority to enter into this Agreement Agreement, the Certificates and any Related Agreements to which it is a party and, subject to receipt of obtaining the Requisite Initial Stockholder ApprovalConsent, to consummate the Merger Merger, file the Certificate Amendment with the Secretary of State of the State of Delaware, and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement Agreement, the Certificates and any Related Agreements to which the Company is a party and the consummation of the Merger Merger, and the other transactions contemplated hereby and thereby thereby, have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) , and no further corporate or other action is required on the part of the Company to authorize this Agreement Agreement, the Certificate Amendment, the Certificates and any Related Agreements to which the Company it is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than subject only to the adoption of this Agreement and approval of the Merger transactions contemplated by this Agreement by the Stockholders Company Stockholders. The vote required of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectivelyStockholders to approve this Agreement, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware LawCertificate Amendment, the Charter Documents Certificates and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve Related Agreements, the Merger and the other transactions contemplated herebyhereby and thereby is set forth in Section 2.4 of the Disclosure Schedule (such vote, the “Requisite Stockholder Vote”). The This Agreement, including the plan of merger described in Article I, has been unanimously approved by the Board of Directors of the Company, and the Board of Directors of the Company has unanimously approved recommended that the Company Stockholders approve this Agreement. This Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement Certificates and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in general, generally and (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority sixty-six and two thirds percent (66 2/3%) of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as as-converted into to Company Common Stock basis, basis (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Transactions. (b) The Company Board has unanimously determined that this Agreement and the other transactions contemplated hereby. The Board of Directors of Transactions are advisable, fair to, and in the best interests of, the Company has unanimously and its Stockholders, approved this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger Transactions. The Company Board has taken all necessary actions so that any restrictions on business combinations under applicable Legal Requirements are not applicable to this Agreement and the Transactions and no “control share acquisition,” “fair price,” “moratorium” or other transactions contemplated hereby antitakeover Legal Requirement (such Law, “Takeover Law”) applies to this Agreement or the “Company Recommendation”). Transactions. (c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”).

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into this Agreement and any Related Agreements Agreement to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement to which the Company or any Subsidiary of the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) such Person and no further corporate or other action is required on the part of the Company such Person to authorize this Agreement and any Related Agreements to which the Company such Person is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally adopt this Agreement and each of the Related Agreements and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)and thereby. This Agreement and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been been, or as of the Effective Time shall be, duly executed and delivered by the Company such Person and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company such Person enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights in generalgenerally, and (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity. The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (A) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in the best interests of the Company and the Company Stockholders; (B) approved this Agreement in accordance with the provisions of the DGCL; and (C) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any holders of Company Securities are necessary under DGCL, any of the Charter Documents, or any Contracts to which the Company or any Subsidiary of the Company is a party to adopt this Agreement and the transactions contemplated by this Agreement and to approve the Merger. (b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity or any other Person is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger with the Secretary of State of the State of Delaware, and (ii) such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not adversely affect, and would not reasonably be expected to adversely affect, the Company or any of its Subsidiaries’ ability to perform or comply with the covenants, agreements or obligations of the Company or any of its Subsidiaries herein or to consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law. (c) The Company and each of its Subsidiaries, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to the Company or the Surviving Entity.

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

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and the Company and each Subsidiary of the Company has all requisite power and authority to enter into any Related Agreements Agreement to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements Agreement to which the Company or any Subsidiary of the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) such Person and no further corporate or other action is required on the part of the Company such Person to authorize this Agreement and any Related Agreements to which the Company such Person is a party or to consummate and the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Company Stockholder Approval is the only vote vote, approval or consent of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class or series of Company Capital Stock or any other securities of the Company or any Subsidiary that is a party necessary to legally adopt this Agreement and each of the Related Agreements and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”)and thereby. This Agreement and each of the Related Agreements to which the Company or any Subsidiary of the Company is a party have been been, or, as of the Effective Time shall be, duly executed and delivered by the Company such Person and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute, or shall constitute when executed and delivered, the valid and binding obligations of the Company such Person, as applicable, enforceable against it in accordance with their respective terms, subject to (xA) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratoriumfraudulent conveyance, the relief of debtors reorganization, moratorium and enforcement of other similar laws relating to or affecting creditors’ rights generally and (B) general principles of equity (the “Bankruptcy and Equity Exception”). The Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote of the Board, has (x) declared that this Agreement, the Related Agreements and the transactions contemplated hereby and thereby, including the Merger, upon the terms and subject to the conditions set forth herein, are advisable, fair to and in generalthe best interests of the Company and the Company Stockholders, (y) approved this Agreement in accordance with the provisions of the DGCL and (z) directed that the adoption of this Agreement and approval of the Merger be submitted to the Company Stockholders for consideration and recommended that all of the Company Stockholders adopt this Agreement and approve the Merger (collectively, the “Company Board Resolutions”). Other than the Company Stockholder Approval, no other votes, approvals or consents on the part of the Company or any of the Company Security Holders are necessary under the DGCL, any of the Charter Documents or any Contracts to which the Company or any Subsidiary of the Company is a party to adopt this Agreement and the transactions contemplated by this Agreement and the Merger. (b) No consent, approval, Order or authorization of, or registration, declaration or filing with, or notice to, any Governmental Entity is required by or with respect to the Company or any of its Subsidiaries in connection with the execution and delivery of this Agreement or the consummation of the transactions contemplated hereby, except for (i) the filing of the Certificate of Merger, (ii) such filings as may be required, and the expiration or termination of the applicable waiting periods or the receipt of approvals or consents required under the HSR Act and other Antitrust Laws, (iii) such consents, notices, waivers, approvals, Orders, authorizations, registrations, declarations and filings as may be required under applicable securities Laws and state “blue sky” Laws, and (yiv) rules such other consents, approvals, Orders, authorizations, registrations, declarations, filings and notices that, if not obtained or made, would not have a material and adverse effect on, and would not reasonably be expected to have a material and adverse effect on, the Company or any of law governing specific performanceits Subsidiaries’ ability to perform or comply with the covenants, injunctive reliefagreements or obligations of the Company or any of its Subsidiaries herein or to consummate the transactions contemplated by this Agreement in accordance with this Agreement and applicable Law. {N4442029.10} 255288355 v23 (c) The Company and each of its Subsidiaries, the Board and the Company Stockholders have taken all actions such that the restrictive provisions of any “fair price,” “moratorium,” “control share acquisition,” “business combination,” “interested shareholder” or other equitable remedies similar anti-takeover statute or regulation, and any anti-takeover provision in the Charter Documents shall not be applicable to any of Parent, the Company or the Surviving Corporation or to the execution, delivery or performance of the transactions contemplated by this Agreement, including the consummation of the Merger or any of the other general principles of equitytransactions contemplated by this Agreement.

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which it the Company is or will be a party andparty, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and any Related Agreements Agreement, each of the other agreements contemplated hereby to which the Company is or will be a party party, the performance of the Company’s obligations hereunder and thereunder, and the consummation of the Merger and the other transactions contemplated hereby and or thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and constitutes the valid and binding obligation of the Company enforceable against the Company in accordance with its terms, and each other agreement contemplated hereby to which the Company is or will be a party, after being duly executed and delivered by the Company, will (assuming the due authorization, execution execution, and delivery by the other parties hereto and thereto, ) constitute the a valid and binding obligations obligation of the Company enforceable against it the Company in accordance with their respective its terms, in each case, subject only to the effect, if any, of (xi) Legal Requirements of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium, or other similar laws relating to or affecting the relief of debtors and enforcement rights or remedies of creditors’ rights in general, and or (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity, whether considered in a proceeding in equity or at law (including the possible unavailability of specific performance or injunctive relief) (such laws and principles described in clauses (i) and (ii) being referred to herein as “Creditors’ Rights”). (b) The Company Board, by resolutions duly adopted (and not thereafter modified or rescinded) by the unanimous vote or consent of the Company Board, has approved this Agreement, the Certificate of Merger, the Merger, and the other transactions contemplated by this Agreement, and determined that this Agreement and the other transactions contemplated by this Agreement are advisable and in the best interests of the Company and the Company Stockholders.

Authority and Enforceability. (a) The Company has all requisite power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, and to consummate the Merger Mergers and the other transactions contemplated hereby and thereby. The Company representations in all certificates delivered under this Agreement, including all certificates delivered at Closing, will be true and correct in all material respects. The execution and delivery of this Agreement and any Related Agreements to which the Company it is a party and the consummation of the Merger Mergers and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements Agreement to which the Company is a party or to consummate the Merger Mergers or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the First Merger by (i) the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class and on an as converted into as-converted-to-Company Common Stock basis, basis and (bii) the Stockholders who hold at least a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, Stock (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote or approval of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Mergers and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby . (the “Company Recommendation”). b) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (xi) Legal Requirements Laws of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, general and (yii) rules of law governing specific performance, injunctive relief, other equitable remedies and other by general principles of equityequity (regardless of whether considered in a proceeding in equity or at law) ((i) and (ii) together, the “Bankruptcy and Equity Exception”). (c) No “fair price,” “moratorium,” “interested stockholder,” “control share acquisition,” “business combination” or any other anti-takeover Law enacted under state or federal Law (including Section 203 of Delaware Law) or any anti-takeover provision in the Charter Documents is applicable to the Company, any shares of Company Capital Stock or other Company Securities, this Agreement, or the Mergers or the other transactions contemplated hereby.

Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery of this Agreement and any Related Agreements to which by the Company is a party and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company. This Agreement has been duly executed and delivered by the Company (including and, assuming due authorization, execution and delivery by Parent and Merger Sub, constitutes the unanimous approval of the Board of Directors valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as such enforceability may be limited by (i) and no further corporate bankruptcy, insolvency, reorganization, moratorium or other action is required on similar Laws affecting or relating to creditors’ rights generally, and (ii) the part availability of the Company to authorize this Agreement injunctive relief and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (a) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, equitable remedies. (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously has, by the unanimous vote of all directors in office, (i) duly approved this Agreement, the Merger and the other transactions contemplated hereby, (ii) determined that the Merger is advisable and in the best interests of the Company Stockholders and (iii) recommended to that the Company Stockholders to vote in favor of adoption of adopt this Agreement and approval of directed that this Agreement be submitted to the Company Stockholders for adoption. (c) The Company Stockholders have duly approved this Agreement, the Merger and the other transactions contemplated hereby by the affirmative vote of (i) holders of a majority of the outstanding Company Shares held by all Electing Shareholders, and (ii) holders of a majority of all the outstanding Company Shares other than those held by the Electing Shareholders on the record date of a duly convened meeting of the Company Stockholders, or by written consent in lieu of such meeting (the “Company RecommendationStockholder Approval”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

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

Authority and Enforceability. (a) The Company has all requisite corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyTransactions. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby Transactions have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the CompanyCompany Board) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and therebyTransactions, other than the adoption of this Agreement and approval of the Merger Transactions by the Stockholders of the Company who hold (ai) at least a majority of the voting power of the outstanding shares of Company Capital Common Stock and Company Preferred Stock, voting together as a single class on an as as-converted into to Company Common Stock basis, and (bii) a majority of the outstanding shares of Company Series B Preferred Stock, voting together as a separate class, single class on an as-converted to Company Common Stock basis (cthe foregoing clauses (i) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (dii) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger Transactions. (b) The Company Board has unanimously determined that this Agreement and the other transactions contemplated hereby. The Board of Directors of Transactions are advisable, fair to, and in the best interests of, the Company has unanimously and its Stockholders, approved this Agreement, the Merger Agreement and the other transactions contemplated herebyTransactions, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger Transactions. The Company Board has taken all necessary actions so that any restrictions on business combinations set forth in Section 203 of Delaware Law are not applicable to this Agreement and the Transactions and no “control share acquisition,” “fair price,” “moratorium” or other transactions contemplated hereby antitakeover Legal Requirement (such Legal Requirement, including Section 203 of Delaware Law, “Takeover Law”) applies to this Agreement or the “Company Recommendation”). Transactions. (c) This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityequity (clauses (x) and (y) collectively, the “Enforceability Limitations”). (d) The Company and the Company Board have taken all actions necessary to effect the transactions anticipated by Section 1.6(b)(iv) under the Plan, all Company Options, and any other plan or arrangement of the Company (whether written or oral, formal or informal) governing the terms of any Company Options, including (i) the determination by the administrators of the Plan that the treatment of Company Options contemplated by Section 1.6(b)(iv) is permissible under the terms of the Plan and the applicable equity award agreements, and (ii) the delivery of all required notices and the procurement of all necessary approvals and consents from third parties necessary to effectuate the foregoing. (e) The Company has complied with the provisions of, and no breach, violation or default exists under, any Contract to which the Company is a party that provides for any notice or negotiation rights with respect to an acquisition of the Company.

Authority and Enforceability. The Company Each of Seller and Seller Parent has all requisite full corporate power and authority to enter into execute this Agreement and any Related Agreements the other Operative Documents to which it is (or will be) a party and to perform its obligations hereunder and thereunder and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and thereby. The execution and delivery of this Agreement and any Related Agreements to which the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including the unanimous approval of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger Transactions by the Stockholders affirmative vote or written consent of the Company who hold (a) holders of at least a majority of the voting power of the outstanding all shares of Company Capital Stock, Common Stock and Preferred Stock (voting together as a single voting class on an as as-converted into Company to Common Stock basis, ) (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”)) to consummate the Transactions. This Agreement has been duly executed and delivered by each of Seller and Seller Parent and, assuming the due authorization, execution, and delivery by each of the other parties hereto, this Agreement is the valid and binding obligation of each of Seller and Seller Parent, enforceable against each of Seller and Seller Parent in accordance with its terms, and each of the other Operative Documents to which it is (or will be) a party, when executed by Seller or Seller Parent, respectively, and assuming the due authorization, execution, and delivery by each of the other parties thereto, is (or will be) the valid and binding obligation of Seller or Seller Parent, as applicable, enforceable against Seller or Seller Parent, as applicable, in accordance with its terms, in each case, except to the extent such enforceability is subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, or other Applicable Law affecting or relating to creditors’ rights generally and general principles of equity. The Requisite Stockholder Approval is board of directors of Seller, at a meeting duly called and held, or by written consent in lieu thereof, has unanimously (i) determined that this Agreement and the only vote Transactions are fair to, and in the best interests of, Seller and the Stockholders, (ii) approved and declared advisable the execution, delivery, and performance of this Agreement and the consummation of the Transactions, and (iii) resolved to recommend that the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated herebyTransactions. The Board of Directors only affirmative votes or written consents of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended holders of any classes or series of capital stock of Seller necessary to the Stockholders to vote in favor of adoption of adopt this Agreement and approval approve the Transactions are the votes that constitute the Stockholder Approval. All actions relating to the solicitation and obtainment of the Merger and the other transactions contemplated hereby (the “Company Recommendation”). This Stockholder Approval with respect to this Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it will be taken in accordance compliance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equityApplicable Law.

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

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

Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement Agreement, to perform its obligations hereunder and any Related Agreements to which it is a party and, subject to receipt of the Requisite Stockholder Approval, to consummate the Merger and the other transactions contemplated hereby and therebyby this Agreement. The execution and delivery of this Agreement and any Related Agreements to which by the Company, the performance by the Company is a party of its obligations hereunder, and the consummation by the Company of the Merger and the other transactions contemplated hereby and thereby by this Agreement, have been duly authorized by all necessary the board of directors of the Company (the “Company Board of Directors”), and no other corporate action on the part of the Company (including is necessary to authorize the unanimous approval execution and delivery of this Agreement by the Company, the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated by this Agreement, other than the Company Stockholder Approval. This Agreement has been duly executed and delivered by the Company and (assuming due authorization, execution and delivery by the other Parties to this Agreement) constitutes a valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as enforceability may be limited by or subject to (i) bankruptcy, insolvency, reorganization, moratorium and other similar Laws relating to or affecting creditors’ rights generally or (ii) the effect of rules of Law and general principles of equity, including those governing specific performance, injunctive relief and other equitable remedies (regardless of whether such enforceability is considered in a proceeding in equity or at Law) (the “Enforceability Exceptions”). (b) At a meeting duly called and held, the Company Board of Directors has (i) unanimously determined that this Agreement and the transactions contemplated hereby are fair to, advisable and in the best interests of the Company’s stockholders, (ii) unanimously approved and no further corporate or other action is required on the part of the Company to authorize adopted this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval of the Merger by the Stockholders of the Company who hold (aiii) at least a majority of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, unanimously resolved (bsubject to Section 6.2) a majority of the outstanding shares of Company Series B Preferred Stock, voting as a separate class, (c) a majority of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which the Company or any Subsidiary is a party to legally adopt this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of recommend adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby by the Company’s stockholders (such recommendation, the “Company Board Recommendation”). This Agreement and each of the Related Agreements to which the Company is a party have been duly executed and delivered by the Company and assuming the due authorization, execution and delivery by the other parties hereto and thereto, constitute the valid and binding obligations of the Company enforceable against it in accordance with their respective terms, subject to (x) Legal Requirements of general application relating to bankruptcy, insolvency, moratorium, the relief of debtors and enforcement of creditors’ rights in general, and (y) rules of law governing specific performance, injunctive relief, other equitable remedies and other general principles of equity.

Authority and Enforceability. (a) The Company has all requisite necessary corporate power and authority to enter into this Agreement and any Related Agreements to which it is a party and, subject to receipt in the case of the Requisite consummation of the Merger to the Company Stockholder Approval, to perform its obligations hereunder and to consummate the Merger and the other transactions contemplated hereby and therebyhereby. The execution and delivery by the Company of this Agreement and any Related Agreements to which the consummation by the Company is a party and the consummation of the Merger and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of the Company (including Company, subject in the unanimous approval case of the Board of Directors of the Company) and no further corporate or other action is required on the part of the Company to authorize this Agreement and any Related Agreements to which the Company is a party or to consummate the Merger or any other transactions contemplated hereby and thereby, other than the adoption of this Agreement and approval consummation of the Merger by to the Stockholders Company Stockholder Approval. The affirmative vote of the Company who hold (a) at least a majority holders of the voting power of the outstanding shares of Company Capital Stock, voting together as a single class on an as converted into Company Common Stock basis, (b) a majority of the outstanding shares of Company Series B Preferred Stock, voting as Shares entitled to vote at a separate class, (c) a majority duly convened meeting of the outstanding shares of Company Series C Preferred Stock, voting as a separate class and (d) a majority of the outstanding shares of Company Series D Preferred Stock, voting as a separate class (clauses (a) through (d), collectively, the “Requisite Stockholder Approval”). The Requisite Stockholder Approval Stockholders to adopt this Agreement is the only vote of the Stockholders required under applicable Legal Requirements, Delaware Law, the Charter Documents and all Contracts to which holders of any class of capital stock or other security of the Company or any Subsidiary is a party necessary to legally adopt approve this Agreement and approve the Merger and the other transactions contemplated hereby. The Board of Directors of the Company has unanimously approved this Agreement, the Merger and the other transactions contemplated hereby, and recommended to the Stockholders to vote in favor of adoption of this Agreement and approval of the Merger and the other transactions contemplated hereby (the “Company RecommendationStockholder Approval”). This Agreement and each of the Related Agreements to which the Company is a party have has been duly executed and delivered by the Company and and, assuming the due authorization, execution and delivery by the other parties hereto Parent and theretothe Merger Sub, constitute constitutes the valid and binding obligations obligation of the Company Company, enforceable against it in accordance with their respective its terms, subject to except as such enforceability may be limited by (xi) Legal Requirements of general application relating to bankruptcy, insolvency, moratoriumreorganization, the relief of debtors and enforcement of moratorium or other similar Laws affecting or relating to creditors’ rights in generalgenerally, and (yii) rules the availability of law governing specific performance, injunctive relief, relief and other equitable remedies remedies. (b) The Company Board has, by the unanimous vote of all directors then in office, (i) approved this Agreement and other general principles the transactions contemplated hereby, (ii) determined that the Merger is advisable and in the best interests of equitythe Company Stockholders, (iii) resolved, subject to Section 6.6, to recommend that the Company Stockholders adopt this Agreement and directed that this Agreement be submitted to the Company Stockholders for adoption, and (iv) taken the actions contemplated by Section 4.23, and the Company Board and the Board of Directors of International Securities Exchange, LLC (“ISE LLC”) has each approved an amendment to the Bylaws of the Company to waive the ownership and voting limitations set forth in the Company’s certificate of incorporation (subject to obtaining the SEC Approval).