Common use of Authority; No Conflict; Required Filings and Consents Clause in Contracts

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Synchrologic, subject only to the approval of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this Agreement. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table of Contents

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Target has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of SynchrologicTarget, subject only to the approval of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders Target's stockholders under the provisions of Georgia Delaware Law and Synchrologic’s Articles Target's Certificate of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Target Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder Target stockholder approving the principal terms of this Agreement and the Merger is received by the Secretary of SynchrologicTarget, as the case may be, and (ii) the holders of a majority of the Series D Shares shares of Target Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders Target stockholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”)Target, as the case may be, are the only approvals of the shareholders stockholders of Synchrologic Target required in connection with the Merger and the approval of the principal terms of this Agreement. This Agreement has been and such the Transaction Documents to which Target is or will become a party have been or, to the extent not executed by Synchrologic Target as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table Target. This Agreement and each of Contentsthe Transaction Documents to which Target is a party constitutes, and each of the Transaction Documents to which Target will become a party, when executed and delivered by Target, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of Target, enforceable against Target in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity or

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Target has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement and such Transaction Documents. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of SynchrologicTarget, subject only to the approval of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders Target's stockholders under the provisions of Georgia Delaware Law and Synchrologic’s Articles Target's Certificate of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Target Common Stock and Synchrologic Target Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Target Stockholders Meeting contemplated by Section 5.1 5.2 or on the first date on which a signed written consent of a Synchrologic shareholder Target stockholder approving the principal terms of this Agreement and the Merger is received by the Secretary of SynchrologicTarget, as the case may be, and (ii) the holders of a majority of the Series D Shares shares of Target Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Target Stockholders Meeting contemplated by Section 5.1 5.2 or on the first date on which a signed written consent of a Synchrologic shareholders Target stockholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”)Target, as the case may be, are the only approvals of the shareholders stockholders of Synchrologic Target required in connection with the Merger and the approval of the principal terms of this Agreement. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic Target as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table Target. This Agreement and each of Contentsthe Transaction Documents to which Target is a party constitutes, and each of the Transaction Documents to which Target will become a party, when executed and delivered by Target, will constitute, assuming the due authorization, execution and delivery by the other parties hereto and thereto, the valid and binding obligation of Target, enforceable against Target in accordance with their respective terms, except to the extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. For purposes of this Agreement, "Transaction Documents" means all documents or agreements required to be delivered by any party under this Agreement including the Certificate of Merger, the Escrow Agreement, the Voting Agreements, the Stockholders Agreements, the Affiliate Agreements, the Noncompetition Agreements and the Releases.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic has Each of the Buyer and the Merger Subsidiary had, as of the date of the Original Merger Agreement, all requisite corporate or limited liability company power and authority to enter into the Original Merger Agreement and to consummate the transactions contemplated by the Original Merger Agreement. Each of the Buyer and the Merger Subsidiary has, as of the date of this Agreement and as of the Closing Date, all requisite corporate or limited liability company power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Buyer (the “Buyer Board”), at a meeting duly called and such Transaction Documentsheld, (i) determined that the Merger is fair to, and in the best interests of, the Buyer and its stockholders and (ii) directed that the Buyer Voting Proposal be submitted to the stockholders of the Buyer for their approval and resolved to recommend that the stockholders of the Buyer vote in favor of the Buyer Voting Proposal. The Prior to the mailing of the Joint Proxy Statement/Prospectus to the Buyer’s stockholders, the Buyer Board, at a meeting to be duly called and held, will direct that the Buyer Equity Plan Proposal be submitted to the stockholders of the Buyer for their approval and will resolve to recommend that the stockholders of the Buyer vote in favor of the Buyer Equity Plan Proposal. Assuming the accuracy of the Company’s representations and warranties set forth in Section 3.25, the execution and delivery of this Agreement by the Buyer and such Transaction Documents the Merger Subsidiary and the consummation by the Buyer and the Merger Subsidiary of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate or limited liability company action on the part of Synchrologic, subject only to the approval each of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement Buyer and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementSubsidiary. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table each of Contentsthe Buyer and the Merger Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Merger Subsidiary, enforceable against them in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic The Company has all requisite corporate power and authority to execute and deliver this Agreement, perform its obligations hereunder and, subject to the receipt of the Company Stockholder Approval, consummate the Merger. The Company Board, at a meeting duly called and held, by the unanimous vote of all directors, duly adopted resolutions (i) determining and declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the terms of the Merger are fair to the Company and the Company’s stockholders and (iv) directing that this Agreement be submitted to Company stockholders for their adoption, and subject to Section 6.1, recommending adoption of this Agreement by such Transaction DocumentsCompany stockholders (such recommendation, the “Company Board Recommendation”). The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents Transactions have been duly authorized by all necessary corporate action on the part of Synchrologic, subject only to the approval Company and no other corporate or stockholder proceedings on the part of the Merger and an amendment Company are necessary to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of approve this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with consummate the Merger and the approval other transactions contemplated by this Agreement subject, in the case of consummation of the principal terms Merger, to receipt of this Agreementthe Company Stockholder Approval. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table the Company and, assuming the due authorization, execution and delivery of Contentsthis Agreement by Parent, US Holdco and Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each of Verilink and the Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement, subject only to approval of the issuance of Verilink Common Stock under this Agreement (collectively, the "Verilink Voting Proposal") by Verilink's stockholders under the DGCL and all Transaction Documents the rules of The Nasdaq Stock Market, Inc. and applicable law (the "Verilink Stockholder Approval"), to which it is or will become a party perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Verilink Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair, advisable and in the best interests of Verilink and its stockholders, (ii) adopted and approved this Agreement in accordance with the provisions of the DGCL and the Verilink Charter Documents, (iii) approved the Registration Rights Agreement, (iv) approved the Verilink Voting Agreement and such Transaction Documentsthe transactions contemplated thereby, and (v) directed that this Agreement and the Verilink Voting Proposal be submitted to the stockholders of Verilink for their adoption and approval and resolved to recommend that the stockholders of Verilink vote in favor of the adoption of this Agreement and the approval of the Verilink Voting Proposal. The execution and delivery of this Agreement and such Transaction Documents the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby by this Agreement Verilink and such Transaction Documents the Merger Sub have been duly authorized by all necessary corporate action on the part of Synchrologiceach of Verilink and the Merger Sub (including the approval of the Merger by Verilink as the sole stockholder of the Merger Sub), subject only to the approval required receipt of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementVerilink Stockholder Approval. This Agreement has been been, and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Registration Rights Agreement will be be, duly executed and delivered by Table each of ContentsVerilink and the Merger Sub, as applicable, and each constitute a valid and binding obligation of each of Verilink and the Merger Sub, as applicable, enforceable in accordance with its respective terms, subject to the Bankruptcy and Equity Exception. No takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic VINA has all requisite corporate power and authority to enter into execute and deliver this Agreement, subject only to the adoption of this Agreement and all Transaction Documents approval of the Merger (the "VINA VOTING PROPOSAL") by VINA's stockholders under the DGCL and the rules of The Nasdaq Stock Market, Inc. and applicable law (the "VINA STOCKHOLDER APPROVAL"), to which it is or will become a party perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the VINA Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair, advisable and in the best interests of VINA and its stockholders, (ii) adopted and approved this Agreement in accordance with the provisions of the DGCL and the VINA Charter Documents, (iii) approved the VINA Voting Agreement and such Transaction Documentsthe transactions contemplated thereby, and (iv) directed that this Agreement and the VINA Voting Proposal be submitted to the stockholders of VINA for their adoption and approval and resolved to recommend that the stockholders of VINA vote in favor of the adoption of this Agreement and the approval of the VINA Voting Proposal. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated hereby by this Agreement and such Transaction Documents VINA have been duly authorized by all necessary corporate action on the part of SynchrologicVINA, subject only to the approval required receipt of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementVINA Stockholder Approval. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table VINA and constitutes the valid and binding obligation of ContentsVINA, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles (the "BANKRUPTCY AND EQUITY EXCEPTION"). No takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each of Larscom and the Transitory Subsidiary has all requisite corporate power and authority to enter into execute and deliver this Agreement, subject only to approval of the issuance of Larscom Common Stock under this Agreement and all Transaction Documents approval and adoption of the Restated Certificate, which provides for, among other things, a reverse stock split of Larscom Common Stock at a ratio to which it is or will become a party be agreed upon between parties hereto (the "REVERSE STOCK SPLIT") (collectively, the "LARSCOM VOTING PROPOSAL") by Larscom's stockholders under the DGCL and the rules of The Nasdaq Stock Market, Inc. and applicable law (the "LARSCOM STOCKHOLDER APPROVAL") and the approval of the Second Merger by Larscom as the sole stockholder of the Transitory Sub, to perform its obligations hereunder and to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Larscom Board, at a meeting duly called and held, by the unanimous vote of all directors (i) determined that the Merger is fair, advisable and in the best interests of Larscom and its stockholders, (ii) adopted and approved this Agreement in accordance with the provisions of the DGCL and the Larscom Charter Documents, (iii) approved the Registration Rights Agreement, (iv) approved the Larscom Voting Agreement and such Transaction Documentsthe transactions contemplated thereby, and (v) directed that this Agreement and the Larscom Voting Proposal be submitted to the stockholders of Larscom for their adoption and approval and resolved to recommend that the stockholders of Larscom vote in favor of the adoption of this Agreement and the approval of the Larscom Voting Proposal. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated hereby by this Agreement Larscom and such Transaction Documents the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of Synchrologiceach of Larscom and the Transitory Subsidiary (including the approval of the Merger by Larscom as the sole stockholder of the Transitory Subsidiary), subject only to the approval required receipt of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementLarscom Stockholder Approval. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table each of ContentsLarscom and the and the Transitory Subsidiary constitutes a valid and binding obligation of each of Larscom and the Transitory Subsidiary, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception. No takeover statute or similar statute or regulation applies to the Merger, this Agreement or any of the transactions contemplated hereby.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic The Company has all requisite corporate power and authority to enter into execute and deliver this Agreement and all Transaction Documents the other agreements, instruments and documents contemplated hereby to which it is or will become be a party and to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by the Company of this Agreement and such Transaction Documentsthe other agreements, instruments and documents contemplated hereby to which it is or will be a party and, subject to obtaining the Company Stockholder Approval, which is the only approval required from the Company Stockholders, the performance by the Company of this Agreement and the other agreements, instruments and documents contemplated hereby to which it is a party or will be a party and the consummation by the Company of the transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate and other action on the part of the Company and the Company Stockholders. The Without limiting the generality of the foregoing, except as set forth on Section 3.4(a) of the Company Disclosure Schedule, the Board of Directors of the Company by the unanimous vote of all directors (i) determined that the Merger is fair and in the best interests of the Company, the Company Stockholders and those materially affected by the Company’s conduct, and promotes the Public Benefit Purpose, (ii) approved the execution and delivery of this Agreement by the Company, the performance by the Company of its covenants and such Transaction Documents other obligations hereunder, and the consummation of the transactions contemplated by Merger upon the terms and subject to the conditions set forth herein, (iii) resolved to recommend that the Company Stockholders adopt this Agreement in accordance with the DGCL and (iv) directed that this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Synchrologic, subject only Merger be submitted to the approval stockholders of the Merger Company for their adoption and an amendment approval and resolved to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under recommend that the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority stockholders of the shares Company vote in favor of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms adoption of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementMerger. This Agreement has been and such Transaction Documents all other agreements, instruments and documents contemplated hereby to which the Company is a party have been orbeen, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement or will be upon execution and delivery thereof, duly and validly executed and delivered by Table the Company and, assuming the due and valid authorization, execution and delivery of Contentssuch agreement, instrument or document by the other parties thereto, constitutes or will, upon execution and delivery thereof, constitute a valid and binding obligation of the Company, enforceable against it in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereafter in effect relating to creditors’ rights generally and subject to general principles of equity.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic The Company has all requisite corporate power and authority to enter into this Agreement Agreement, perform its obligations hereunder and, assuming that the Merger is consummated in accordance with Section 251(h) of the DGCL and all Transaction Documents to which it is or will become a party the accuracy of the Parent’s and to the Purchaser’s representation and warranty set forth in Section 5.7, consummate the transactions contemplated Transactions. The Company Board, at a meeting duly called and held, by the unanimous vote of all directors, duly adopted resolutions (i) approving and declaring the advisability of this Agreement and such Transaction Documentsthe Transactions, (ii) declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and consummate the Transactions and that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth herein, (iii) declaring that the terms of the Offer and the Merger are fair to the Company and the Company’s stockholders and (iv) recommending that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, which resolutions, except after the date hereof to the extent expressly permitted by Section 7.1(b), have not been rescinded, modified or withdrawn in any way. The Assuming that the Merger is consummated in accordance with Section 251(h) of the DGCL and the accuracy of the Parent’s and the Purchaser’s representation and warranty set forth in Section 5.7, the execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated Transactions by this Agreement and such Transaction Documents the Company have been duly authorized by all necessary corporate action on the part of Synchrologic, subject only to the approval of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementCompany. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table the Company and constitutes the valid and binding obligation of Contentsthe Company, enforceable in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic The Company has all requisite corporate power and authority to enter into this Agreement, perform its obligations hereunder and, assuming the accuracy of the representations and warranties of the Parent and the Merger Sub in Section 4.8 and receipt of the Company Stockholder Approval, consummate the Merger. The Company Board, at a meeting duly called and held, by the vote of all directors, duly adopted resolutions (i) determining and declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the Merger on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the terms of the Merger are fair to the Company and the Company’s stockholders and (iv) directing that this Agreement be submitted to the Company’s stockholders at the Company Stockholders Meeting for their adoption and such Transaction Documentsrecommending that the stockholders of the Company adopt this Agreement (the “Company Board Recommendation”). The Assuming the accuracy of the representations and warranties of the Parent and the Merger Sub in Section 4.8 and receipt of the Company Stockholder Approval, the execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents by the Company have been duly authorized by all necessary corporate action on the part of Synchrologicthe Company. This Agreement has been duly executed and delivered by the Company and, assuming the due authorization, execution and delivery of this Agreement by the Parent and the Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject only to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the approval “Bankruptcy and Equity Exception”). Assuming the accuracy of the representations and warranties of Parent and Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under Sub in Section 4.8, the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the voting power of the outstanding shares of Synchrologic Company Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding entitled to vote on the record date for Merger is the Synchrologic Shareholders Meeting contemplated by Section 5.1 only vote of the holders of any class or on series of Company capital stock that is necessary pursuant to applicable law, the first date on which a signed written consent certificate of a Synchrologic shareholder approving incorporation of the principal terms Company or bylaws of the Company to adopt this Agreement and consummate the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this Agreement. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table of ContentsMerger.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each of Parent, US Holdco and Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by US Holdco as the sole stockholder of Merger Sub (which shall occur no later than immediately after the execution and all Transaction Documents to which it is or will become a party and delivery of this Agreement) to consummate the transactions contemplated by this Agreement Transactions and such Transaction Documentsthe Financing. The execution and delivery of this Agreement and such Transaction Documents of, and the consummation of the transactions contemplated Transactions and the Financing by this Agreement Parent, US Holdco and such Transaction Documents Merger Sub have been duly authorized by all necessary corporate action on the part of Synchrologiceach of Parent, US Holdco and Merger Sub, subject only to the approval adoption of this Agreement by US Holdco as the sole stockholder of Merger Sub (which shall occur immediately after the execution and an amendment to Synchrologic’s Articles delivery of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporationthis Agreement). The affirmative Parent Board, at a meeting duly called and held, by the unanimous vote of all members thereof, duly resolved (i) that the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of entry into this Agreement and consummation of the Merger is received by Merger, the Secretary Share Issue, the Debt Financing and the other Transactions on the terms and subject to the conditions set forth herein, are most likely to promote the success of Synchrologic, Parent for the benefit of its stockholders as the case may be, a whole and (ii) to approve this Agreement, the holders of a majority of Merger, the Series D Shares that are issued Equity Financing (including the Share Issue and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Placing Agreement and the Merger is received by transactions contemplated thereby), the Secretary of Synchrologic, as Debt Financing (including the case may be, Debt Financing Documents and (iiithe transactions contemplated thereby) and the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting other transactions contemplated by Section 5.1 or on this Agreement. The board of directors of US Holdco has approved this Agreement, the first date on which a signed written consent Merger and the other transactions contemplated by this Agreement. The board of a Brave shareholder approving directors of Merger Sub has (x) approved and declared the principal terms advisability of this Agreement, the Merger and an amendment the other Transactions, and (y) directed that this Agreement be submitted to Synchrologic’s Articles the sole stockholder of Incorporation is received by Merger Sub for its adoption and recommended that the Secretary sole stockholder of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of Sub adopt this Agreement. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table each of ContentsParent, US Holdco and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of each of Parent, US Holdco and Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic has The Company had, as of the date of the Original Merger Agreement, all requisite corporate power and authority to enter into the Original Merger Agreement and, subject to the adoption of the Original Merger Agreement by the Company’s stockholders under the DGCL, to consummate the transactions contemplated by the Original Merger Agreement. The Company has, as of the date of this Agreement and as of the Closing Date, all requisite corporate power and authority to enter into this Agreement and all Transaction Documents and, subject to which it is or will become a party and the adoption of this Agreement (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”), to consummate the transactions contemplated by this Agreement. Without limiting the generality of the foregoing, the Company Board, at a meeting duly called and held, (i) determined that the Merger is advisable and fair to, and in the best interests of, the Company and its stockholders, (ii) approved this Agreement and such Transaction Documentsdeclared its advisability in accordance with the provisions of the DGCL, and (iii) directed that this Agreement be submitted to the stockholders of the Company for adoption and resolved to recommend that the stockholders of the Company adopt this Agreement. The Assuming the accuracy of the Buyer’s and the Merger Subsidiary’s representations and warranties set forth in Section 4.15, the execution and delivery of this Agreement and such Transaction Documents by the Company and the consummation by the Company of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Synchrologicthe Company, subject only to the approval receipt of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementCompany Stockholder Approval. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table the Company and constitutes the valid and binding obligation of Contentsthe Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exceptions”).

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Galileo has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement, subject only to the approval of this Agreement (the “Galileo Voting Proposal”) by Galileo’s shareholders under the BCA (the “Galileo Shareholder Approval”). Without limiting the generality of the foregoing, the Galileo Board, at a meeting duly called and held, by the unanimous vote of all directors, approved resolutions that (i) determined that the transactions contemplated by this Agreement are advisable and fair to, and in the best interests of, Galileo and its shareholders, (ii) approved this Agreement in accordance with the provisions of the BCA, (iii) directed that this Agreement and such Transaction Documentsthe Galileo Merger be submitted to the shareholders of Galileo for their approval and (iv) recommended that the shareholders of Galileo vote in favor of the Galileo Voting Proposal. No “moratorium”, “control share acquisition”, “business combination”, “fair price”, “interested stockholder” or other form of anti-takeover law (collectively, “Takeover Laws”) of the Republic of the Xxxxxxxx Islands applies or purports to apply to Galileo with respect to the transactions contemplated by this Agreement. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents by Galileo have been duly authorized by all necessary corporate action on the part of SynchrologicGalileo, subject only to the approval required receipt of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Galileo Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementApproval. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table Galileo and constitutes the valid and binding obligation of ContentsGalileo, enforceable in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each of Public Company and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject only to the receipt of the approval by the Public Company Stockholders of the Required Public Company Voting Proposal (the “Required Public Company Stockholder Approval”) and all Transaction Documents to which it is or will become a party the Other Public Company Voting Proposals (collectively, with the Required Public Company Stockholder Approval, the “Public Company Stockholder Approval”) and the adoption of this Agreement by Public Company in its capacity as the sole stockholder of Merger Sub, to consummate the transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, Public Company Board, at a meeting duly called and such Transaction Documentsheld, by the unanimous vote of all directors present and voting, (i) determined that the Merger is fair to, and in the best interests of Public Company and its stockholders and (ii) directed that the Required Public Company Voting Proposal and, as applicable, the Other Public Company Voting Proposals be submitted to the stockholders of Public Company for their approval and resolved to recommend that the stockholders of Public Company vote in favor of the approval of Required Public Company Voting Proposal and, as applicable, the Other Public Company Voting Proposals. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement by Public Company and such Transaction Documents Merger Sub have been duly authorized by all necessary corporate action on the part of Synchrologiceach of Public Company and Merger Sub, subject only to the approval required receipt of the Merger Public Company Stockholder Approval and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms adoption of this Agreement and the Merger is received by the Secretary of Synchrologic, Public Company in its capacity as the case may be, and (ii) the holders sole stockholder of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementSub. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table each of ContentsPublic Company and Merger Sub and, assuming the due execution and delivery of this Agreement by Xxxxxx Partner, constitutes the valid and binding obligation of each of Public Company and Merger Sub, enforceable against Public Company and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each of the Parent, US Holdco and the Merger Sub has all requisite corporate power and authority to enter into execute and deliver this Agreement and, subject to the adoption of this Agreement by US Holdco as the sole stockholder of the Merger Sub (which shall occur no later than immediately after the execution and all Transaction Documents to which it is or will become a party delivery of this Agreement) and receipt of the Parent Stockholder Approval, to consummate the transactions contemplated by this Agreement and such Transaction Documentshereby. The execution and delivery of this Agreement and such Transaction Documents of, and the consummation of the transactions contemplated by by, this Agreement by the Parent, US Holdco and such Transaction Documents the Merger Sub have been duly authorized by all necessary corporate action on the part of Synchrologiceach of the Parent, US Holdco and the Merger Sub, subject only to the approval adoption of this Agreement by US Holdco as the sole stockholder of the Merger Sub (which shall occur immediately after the execution and an amendment to Synchrologic’s Articles delivery of Incorporation by Synchrologic’s shareholders under this Agreement) and receipt of the provisions of Georgia Law and Synchrologic’s Articles of IncorporationParent Stockholder Approval. The affirmative Parent Board, at a meeting duly called and held, by the unanimous vote of all directors, duly resolved (i) that the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of entry into this Agreement and consummation of the Merger is received Merger, the Rights Issue and the other transactions contemplated by this Agreement on the Secretary terms and subject to the conditions set forth herein, are most likely to promote the success of Synchrologic, the Parent for the benefit of its stockholders as the case may be, and a whole (ii) to approve this Agreement, the holders of a majority of Merger, the Series D Shares that are issued Rights Issue, and outstanding on the record date for the Synchrologic Shareholders Meeting other transactions contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may beAgreement, and (iii) to direct that the holders of a majority Merger and the stockholder resolutions required to approve the Merger and to implement the Rights Issue be submitted to the Parent’s stockholders at the Parent Stockholders Meeting for their approval and to recommend that the shareholders of the shares Parent pass the stockholder resolutions required to approve the Merger and to implement the Rights Issue. The board of Synchrologic Preferred Stock that are issued directors of US Holdco has approved this Agreement, the Merger and outstanding on the record date for the Synchrologic Shareholders Meeting other transactions contemplated by Section 5.1 or on this Agreement. The board of directors of the first date on which a signed written consent of a Brave shareholder approving Merger Sub has (x) approved and declared the principal terms advisability of this Agreement, the Merger and an amendment the other transactions contemplated by this Agreement, and (y) directed that this Agreement be submitted to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals sole stockholder of the shareholders Merger Sub for its adoption and recommended that the sole stockholder of Synchrologic required in connection with the Merger and the approval of the principal terms of Sub adopt this Agreement. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table each of Contentsthe Parent, US Holdco and the Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes the valid and binding obligation of each of the Parent, US Holdco and the Merger Sub, enforceable against each of them in accordance with its terms, subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic The Company has all requisite corporate power and authority to execute and deliver this Agreement, perform its obligations hereunder and, subject to the receipt of the Company Stockholder Approval, consummate the Merger. The Company Board, at a meeting duly called and held, by the unanimous vote of all directors, duly adopted resolutions (i) determining and declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the Merger and the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Merger and the other transactions contemplated by this Agreement, (iii) declaring that the terms of the Merger are fair to the Company and the Company’s stockholders and (iv) directing that this Agreement be submitted to Company stockholders for their adoption, subject to Section 6.1, and recommending adoption of this Agreement by such Transaction DocumentsCompany stockholders (such recommendation, the “Company Board Recommendation”). The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Synchrologic, subject only to the approval Company and no other corporate proceedings on the part of the Merger and an amendment Company are necessary to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of approve this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with consummate the Merger and the approval other transactions contemplated by this Agreement subject, in the case of the principal terms Merger, to receipt of this Agreementthe Company Stockholder Approval. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table the Company and, assuming the due authorization, execution and delivery of Contentsthis Agreement by the Parent, US Holdco and the Merger Sub, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each of the Buyer and Merger Sub has all requisite corporate power and authority to enter into this Agreement and, subject to the adoption of this Agreement by the Buyer as sole stockholder of Merger Sub (which shall occur immediately after the execution and all Transaction Documents to which it is or will become a party and delivery of this Agreement), to consummate the transactions contemplated by this Agreement. The board of directors of Merger Sub has (i) deemed the Merger advisable and in the best interests of Merger Sub and the Buyer, as Merger Sub’s sole stockholder, (ii) approved this Agreement and such Transaction Documentsthe Merger in accordance with the DGCL upon the terms and subject to the conditions set forth herein and (iii) recommended the adoption of this Agreement by the Buyer, as Merger Sub’s sole stockholder. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement by the Buyer and such Transaction Documents Merger Sub have been duly authorized by all necessary corporate action on the part of Synchrologiceach of the Buyer and Merger Sub, subject only to the approval of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms adoption of this Agreement and the Merger is received by the Secretary Buyer as sole stockholder of Synchrologic, as Merger Sub (which shall occur immediately after the case may be, execution and (iidelivery of this Agreement) the holders of a majority of the Series D Shares that are issued and outstanding no other corporate or other action on the record date for Confidential and Proprietary CONFIDENTIAL TREATMENT HAS BEEN REQUESTED FOR PORTIONS OF THIS EXHIBIT. THE COPY FILED HEREWITH OMITS THE INFORMATION SUBJECT TO A CONFIDENTIALITY REQUEST. OMISSIONS ARE DESIGNATED [***]. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. part of either Buyer or Merger Sub is necessary to authorize the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms execution and delivery of this Agreement by each of Buyer and Merger Sub, the performance by each of Buyer and Merger is received Sub of its respective obligations hereunder or the consummation by the Secretary each of Synchrologic, as the case may be, Buyer and (iii) the holders of a majority Merger Sub of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting transactions contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this Agreement. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table each of Contentsthe Buyer and Merger Sub and constitutes the valid and binding obligation of each of the Buyer and Merger Sub, enforceable against each of them in accordance with its terms, except as such enforceability may be limited by principles of public policy, and subject to the Bankruptcy and Equity Exception.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic The Company has all requisite corporate power and authority to enter into this Agreement, perform its obligations hereunder and, subject to the adoption of this Agreement and all Transaction Documents (the “Company Voting Proposal”) by the Company’s stockholders under the DGCL (the “Company Stockholder Approval”) to which it is or will become a party and to the extent required by applicable Law consummate the Merger. The Company Board, at a meeting duly called and held, duly adopted resolutions (i) approving and declaring the advisability of this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement, (ii) determining and declaring that it is in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and such Transaction Documentsconsummate the Merger and that the stockholders of the Company tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth herein, (iii) declaring that the terms of the Offer and the Merger are fair to the Company and the Company’s stockholders, (iv) resolving to recommend that the Company’s stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer and (v) directing that this Agreement be submitted to the stockholders of the Company for their adoption and resolving to recommend that the stockholders of the Company vote in favor of the adoption of this Agreement to the extent required by applicable Law. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents by the Company have been duly authorized by all necessary corporate action on the part of Synchrologicthe Company, subject only to the approval required receipt of the Merger and an amendment Company Stockholder Approval to Synchrologic’s Articles of Incorporation the extent required by Synchrologic’s shareholders under applicable Law to consummate the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementMerger. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table the Company and, assuming the due authorization, execution and delivery of Contentsthis Agreement by the Parent and the Purchaser, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic The Company has all requisite corporate power and authority to enter into this Agreement and, assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.5 and that the Merger is consummated in accordance with Section 251(h) of the DGCL, perform its obligations hereunder and consummate the Merger. The Company Board, at a meeting duly called and held, by the vote of all Transaction Documents to which directors, duly and unanimously adopted resolutions (i) determining and declaring that it is or will become a party in the best interests of the Company and to the stockholders of the Company that the Company enter into this Agreement and consummate the Merger and that the stockholders of the Company accept the Offer and tender their shares of Company Common Stock pursuant to the Offer, in each case on the terms and subject to the conditions set forth herein, (ii) approving and declaring the advisability of this Agreement, the Offer, the Merger and the other transactions contemplated by this Agreement Agreement, (iii) declaring that the terms of the Offer and such Transaction Documentsthe Merger are fair to the Company and the Company’s stockholders and (iv) recommending that the Company’s stockholders accept the Offer and tender their shares of Company Common Stock pursuant to the Offer. The Assuming the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.5 and that the Merger is consummated in accordance with Section 251(h) of the DGCL, the execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement and such Transaction Documents by the Company have been duly authorized by all necessary corporate action on the part of Synchrologic, subject only to the approval of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementCompany. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table the Company and, assuming the due authorization, execution and delivery of Contentsthis Agreement by the Parent and the Purchaser and the accuracy of the representations and warranties of the Parent and the Purchaser in Section 4.5, constitutes the valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles (the “Bankruptcy and Equity Exception”).

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each of Parent and Buyer has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents each Ancillary Agreement to which it is or will become a party and to consummate the transactions contemplated by this Agreement hereby and such Transaction Documentsthereby and perform its obligations hereunder and thereunder. The Each of Parent’s and Buyer’s execution and delivery of this Agreement and such Transaction Documents each Ancillary Agreement to which it is a party and the consummation by Parent and Buyer of the transactions contemplated by this Agreement hereby and such Transaction Documents thereby and performance of its obligations hereunder and thereunder have been duly authorized by all necessary corporate action on the part of Synchrologic, subject only to the approval of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 Parent or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of SynchrologicBuyer, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this Agreementapplicable. This Agreement has been been, and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this each Ancillary Agreement will be at or prior to the Closing, duly executed and delivered by Table Parent and Buyer, as applicable, and, assuming the due authorization, execution and delivery of Contentsthe other parties hereto and thereto, this Agreement constitutes, and each Ancillary Agreement when so executed and delivered will constitute, the valid and binding obligation of each of Parent and Buyer, enforceable against Parent and Buyer in accordance with their respective terms, subject, as to enforcement, to (i) applicable bankruptcy, insolvency, reorganization, moratorium or similar Laws now or hereinafter in effect affecting creditors’ rights generally and (ii) general principles of equity. (b) The execution and delivery by each of Parent and Buyer of this Agreement and each Ancillary Agreement to which it is a party does not, and the consummation by Parent and Buyer of the transactions contemplated hereby and thereby and the compliance by Parent and Buyer with any provisions hereof or thereof will not, (i) conflict with or result in any material violation or material default under (with or without notice or lapse of time, or both), or require a consent or waiver under, or give rise to a right of termination, cancellation, modification or acceleration or material obligation or loss of any material benefit under (A) any provision of the Governing Documents of Parent or Buyer, or (B) any material Contract to which Parent or Buyer is a party, or (ii) subject to the governmental filings and other matters referred to in Section 7.02(c), violate any Permit, Order or Law applicable to Parent or Buyer. (c) No Permit or Order or authorization of, or registration or filing with, any Governmental Entity, is required by or with respect to Parent, Buyer or their Affiliates in connection with the execution and delivery of this Agreement or the Ancillary Agreements by Parent or Buyer, the compliance by Parent and Buyer with any of the provisions hereof or thereof, or the consummation by Parent and Buyer of the transactions that are contemplated hereby, except for (i) any approvals and filing of notices required under the Gaming Laws, (ii) filings and other application requests under the HSR Act, (iii) such Permits, Orders, registrations or filings related to, or arising out of, compliance with statutes, rules or regulations regulating the consumption, sale or serving of alcoholic beverages or tobacco, and (iv) any Permits, Orders, authorizations, registrations, or filings required by Sellers or the Company or any of their Subsidiaries, Affiliates or key employees (including under the Gaming Laws). 22 Section 7.03

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each of the Parent and the Transitory Subsidiary has all requisite corporate power and authority to enter into this Agreement and, subject only to the approval of the Parent Voting Proposal by the Parent's stockholders under the rules of The Nasdaq Stock Market (the "Parent Stockholder Approval") and all Transaction Documents to the vote of the Parent, as sole stockholder of the Transitory Subsidiary (which it is or vote will become occur by a party and consent in lieu of a meeting immediately after the execution of this Agreement), to consummate the transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Parent (the "Parent Board"), at a meeting duly called and such Transaction Documentsheld (i) determined that the Merger is fair and in the best interests of the Parent and its stockholders, (ii) directed that the Parent Voting Proposal be submitted to the stockholders of the Parent for their approval and resolved to recommend that the stockholders of the Parent vote in favor of the Parent Voting Proposal and (iii) to the extent necessary, adopted a resolution having the effect of causing the Parent not to be subject to any state takeover law or similar law that might otherwise apply to the Merger and any other transactions contemplated by this Agreement. The execution and delivery of this Agreement and such Transaction Documents and the consummation of the transactions contemplated by this Agreement by the Parent and such Transaction Documents the Transitory Subsidiary have been duly authorized by all necessary corporate action on the part of Synchrologiceach of the Parent and the Transitory Subsidiary (other than the adoption of this Agreement by the Parent in its capacity as the sole stockholder of the Transitory Subsidiary, which shall occur immediately after the execution and delivery of this Agreement), subject only to the approval required receipt of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporation. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this AgreementParent Stockholder Approval. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table each of Contentsthe Parent and the Transitory Subsidiary and constitutes the valid and binding obligation of each of the Parent and the Transitory Subsidiary, enforceable in accordance with its terms.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each of the Buyer and the Merger Subsidiary has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by this Agreement Agreement. Without limiting the generality of the foregoing, the Board of Directors of the Buyer (the “Buyer Board”), at a meeting duly called and such Transaction Documentsheld, (i) determined that the Merger is fair to, and in the best interests of, the Buyer and its stockholders and (ii) directed that the Buyer Voting Proposal be submitted to the stockholders of the Buyer for their approval and resolved to recommend that the stockholders of the Buyer vote in favor of the Buyer Voting Proposal. The Prior to the mailing of the Joint Proxy Statement/Prospectus to the Buyer’s stockholders, the Buyer Board, at a meeting to be duly called and held, will direct that the Buyer Equity Plan Proposal be submitted to the stockholders of the Buyer for their approval and will resolve to recommend that the stockholders of the Buyer vote in favor of the Buyer Equity Plan Proposal. Assuming the accuracy of the Company’s representations and warranties set forth in Section 3.25, the execution and delivery of this Agreement by the Buyer and such Transaction Documents the Merger Subsidiary and the consummation by the Buyer and the Merger Subsidiary of the transactions contemplated by this Agreement and such Transaction Documents have been duly authorized by all necessary corporate action on the part of Synchrologiceach of the Buyer and the Merger Subsidiary, subject only to the approval adoption of this Agreement by the Buyer in its capacity as the sole stockholder of the Merger and an amendment to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of IncorporationSubsidiary. The affirmative vote of (i) the holders of a majority of the shares of Synchrologic Common Stock and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of Buyer agrees to take all required action to so adopt this Agreement and promptly following the Merger is received by the Secretary of Synchrologic, as the case may be, and (ii) the holders of a majority of the Series D Shares that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms of this Agreement and the Merger is received by the Secretary of Synchrologic, as the case may be, and (iii) the holders of a majority of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms execution of this Agreement. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table each of Contentsthe Buyer and the Merger Subsidiary and constitutes the valid and binding obligation of each of the Buyer and the Merger Subsidiary, enforceable against them in accordance with its terms, subject to the Bankruptcy and Equity Exceptions.

Authority; No Conflict; Required Filings and Consents. (a) Synchrologic Each Seller Party has all requisite corporate power and authority to enter into this Agreement and all Transaction Documents to which it is or will become a party and to consummate the transactions contemplated by hereby. Without limiting the foregoing, the receiver of the Company has all requisite power and authority to operate the business of the Company during the liquidation of the Company and to enter into and execute this Agreement Agreement, in each case on behalf of the Company, and such Transaction Documentsto cause the Company to consummate the transactions contemplated hereby. The execution and delivery of this Agreement and such Transaction Documents This Agreement, and the consummation of the transactions contemplated by this Agreement and such Transaction Documents hereby have been duly authorized by all necessary corporate action on the part of Synchrologiceach Seller Party. This Agreement has been duly executed and delivered by each Seller Party. This Agreement constitutes, subject only assuming the due authorization, execution and delivery by the Purchaser, the valid and binding obligation of each Seller Party, enforceable against each Seller Party in accordance with its terms, except to the approval extent that enforceability may be limited by applicable bankruptcy, reorganization, insolvency, moratorium or other Laws affecting the enforcement of creditors' rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding at law or in equity. No vote or written consent of any holder of securities of any Seller Party is necessary to approve this Agreement or any of the Merger and an amendment transactions contemplated hereby except such as has been obtained prior to Synchrologic’s Articles of Incorporation by Synchrologic’s shareholders under the provisions of Georgia Law and Synchrologic’s Articles of Incorporationdate hereof. The affirmative vote execution and delivery by each Seller Party of this Agreement does not, the consummation of the transactions contemplated hereby will not and the Company's commencement of a voluntary liquidation does not, (i) result in the holders creation of a majority any Liens on any of the shares of Synchrologic Common Stock Acquired Assets (other than Permitted Liens and Synchrologic Preferred Stock, voting together as a single class (on an as-converted basis), that are issued and outstanding on Liens created pursuant to the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholder approving the principal terms of this Agreement and the Merger is received by other agreements and documents executed in connection with the Secretary 30 CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. consummation of Synchrologicthe transactions contemplated hereby), as the case may be, and (ii) the holders conflict with, or result in any violation or breach of a majority any provision of the Series D Shares that are issued articles of organization, certificate of incorporation, bylaws or other formation documents of either Seller Party, (iii) violate any Laws applicable to either Seller Party, or (iv) except as set forth on Schedule 3.3(b) of the Company Disclosure Schedule, conflict with or result in a breach of, or give rise to a right of termination of or loss of benefit under, or accelerate the performance required by the terms of any judgment, court order or consent decree, or any Material Contract or constitute a default thereunder. Neither the execution and outstanding on delivery by the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Synchrologic shareholders approving the principal terms Seller Parties of this Agreement nor the consummation of the transactions contemplated hereby nor the Company's commencement of a voluntary liquidation will require any consent, approval, order or authorization of, or registration, declaration or filing with, or notification to any Governmental Entity or any Person, except for (i) such consents, approvals, orders, authorizations, registrations, declarations and filings as may be required under applicable federal and state securities Laws, (ii) such filings as may be required under the Merger is received by the Secretary of Synchrologic, as the case may beHSR Act, and (iii) the holders of a majority such other consents, approvals, authorizations, permits, filings, registrations and notifications which are listed on Schedule 3.3(c) of the shares of Synchrologic Preferred Stock that are issued and outstanding on the record date for the Synchrologic Shareholders Meeting contemplated by Section 5.1 or on the first date on which a signed written consent of a Brave shareholder approving the principal terms of this Agreement, the Merger and an amendment to Synchrologic’s Articles of Incorporation is received by the Secretary of Synchrologic (collectively, the “Synchrologic Shareholder Approvals”), as the case may be, are the only approvals of the shareholders of Synchrologic required in connection with the Merger and the approval of the principal terms of this Agreement. This Agreement has been and such Transaction Documents have been or, to the extent not executed by Synchrologic as of the date hereof, subject to compliance with the closing conditions set forth in this Agreement will be duly executed and delivered by Table of ContentsCompany Disclosure Schedule.