Common use of Authority; Non-contravention; Voting Requirements Clause in Contracts

Authority; Non-contravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions, subject to adoption of this Agreement by the stockholders of the Company. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized and approved by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of stockholder approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company Board has, at a meeting duly called and held, unanimously adopted resolutions (i) determining that the Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) declaring advisable entry into this Agreement and the Transactions, including the Merger, (iii) approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger, (iv) resolving, subject to Section 5.04, to make the Company Board Recommendation, and (v) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders. As of immediately prior to the execution of this Agreement, such resolutions have not been rescinded, modified or withdrawn. (c) The execution and delivery of this Agreement by the Company do not, and the consummation by the Company of the Transactions and the performance of or compliance by the Company with any of the terms or provisions hereof will not (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04, and adoption of this Agreement by the stockholders of the Company, are obtained and the filings referred to in Section 3.04 are made, (A) violate or conflict with any Law or Order applicable to the Company or any of its Subsidiaries, (B) result in a violation or breach of or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, cancellation, payment, acceleration or revocation (“Default”) under, any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as set forth in Section 3.03(c) of the Company Disclosure Schedule or (C) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, other than any such event described in items (B) or (C) of clause (ii) which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the affirmative vote of the holders of a majority of the outstanding Company Shares (the “Requisite Company Vote”) is the only vote or approval of the holders of any Equity Security of the Company necessary to adopt this Agreement and approve and consummate the Transactions under applicable Law and the Company Charter Documents.

Authority; Non-contravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the CVR Agreements and, subject to obtaining the approval of the holders of the Company Shares of the adoption of this Agreement as contemplated by Section 5.05 (the “Company Stockholder Approval”), to perform its obligations hereunder and to consummate the Transactions, subject to adoption of this Agreement by the stockholders of the Company. The execution, delivery and performance by the Company of this AgreementAgreement and the CVR Agreements, and the consummation by it of the Transactions, have been duly and validly authorized and approved by the Company Board, and except for obtaining the Company Stockholder Approval, no other corporate action on the part of the Company or any stockholder of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the CVR Agreements and the consummation by it of the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of stockholder approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other partiesparties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Legal Requirements of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company Board has, at a meeting duly called upon the terms and heldsubject to the conditions set forth in this Agreement, unanimously duly adopted resolutions (i) determining that the Transactions are fair to, advisable and in the best interests of, of the Company and its stockholders, (ii) declaring advisable entry into approving this Agreement and the Transactions, including the Merger, in accordance with the DGCL, (iii) approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger, (iv) resolving, subject to Section 5.04, to make the Company Board Recommendation, and (v) directing that the adoption of this Agreement be submitted to a vote at a meeting the stockholders of the Company’s stockholders. As Company for adoption, and (iv) recommending that the stockholders of immediately prior to the execution of Company adopt this Agreement, such resolutions have not been rescinded, modified or withdrawnAgreement (the “Company Recommendation”). (c) The Neither the execution and delivery of this Agreement nor the CVR Agreements by the Company do not, and nor the consummation by the Company of the Transactions and the performance of or Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will not (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04, 3.04 and adoption of this Agreement by the stockholders of the Company, Company Stockholder Approval are obtained and the filings referred to in Section 3.04 are made, (Ax) violate or conflict with any Law or Order Legal Requirements applicable to the Company or any of its Subsidiaries, Company Subsidiary or (By) result in a violation or breach of violate or constitute a default (with or without notice or lapse of timeunder any Company Contract, or both) underexcept, or give rise to any right of termination, cancellation, payment, acceleration or revocation (“Default”) under, any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as set forth in Section 3.03(c) of the Company Disclosure Schedule or (C) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, other than any such event described in items (B) or (C) case of clause (ii) which has not had and ), for such violations or defaults as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, impair in any material respect the ability of the Company to perform its obligations hereunder or prevent or materially delay consummation of the Transactions. (d) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the The affirmative vote (in person or by proxy) of the holders of a majority of the issued and outstanding Company Shares (in favor of the “Requisite Company Vote”) adoption of this Agreement is the only vote or approval of the holders of any Equity Security class or series of capital stock of the Company which is necessary to adopt this Agreement and approve and consummate the Transactions under applicable Law and the Company Charter DocumentsMerger.

Authority; Non-contravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the CVR Agreements and, subject to obtaining the approval of the holders of the Company Shares of the adoption of this Agreement as contemplated by Section 5.05 (the “Company Stockholder Approval”), to perform its obligations hereunder and to consummate the Transactions, subject to adoption of this Agreement by the stockholders of the Company. The execution, delivery and performance by the Company of this AgreementAgreement and the CVR Agreements, and the consummation by it of the Transactions, have been duly and validly authorized and approved by the Company Board, and except for obtaining the Company Stockholder 1 The Company will provide all minutes relating to the strategic process undertaken by the Company upon signing of this Agreement. Approval, no other corporate action on the part of the Company or any stockholder of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the CVR Agreements and the consummation by it of the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of stockholder approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other partiesparties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Legal Requirements of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company Board has, at a meeting duly called upon the terms and heldsubject to the conditions set forth in this Agreement, unanimously duly adopted resolutions (i) determining that the Transactions are fair to, advisable and in the best interests of, of the Company and its stockholders, (ii) declaring advisable entry into approving this Agreement and the Transactions, including the Merger, in accordance with the DGCL, (iii) approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger, (iv) resolving, subject to Section 5.04, to make the Company Board Recommendation, and (v) directing that the adoption of this Agreement be submitted to a vote at a meeting the stockholders of the Company’s stockholders. As Company for adoption, and (iv) recommending that the stockholders of immediately prior to the execution of Company adopt this Agreement, such resolutions have not been rescinded, modified or withdrawnAgreement (the “Company Recommendation”). (c) The Neither the execution and delivery of this Agreement nor the CVR Agreements by the Company do not, and nor the consummation by the Company of the Transactions and the performance of or Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will not (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04, 3.04 and adoption of this Agreement by the stockholders of the Company, Company Stockholder Approval are obtained and the filings referred to in Section 3.04 are made, (Ax) violate or conflict with any Law or Order Legal Requirements applicable to the Company or any of its Subsidiaries, Company Subsidiary or (By) result in a violation or breach of violate or constitute a default (with or without notice or lapse of timeunder any Company Contract, or both) underexcept, or give rise to any right of termination, cancellation, payment, acceleration or revocation (“Default”) under, any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as set forth in Section 3.03(c) of the Company Disclosure Schedule or (C) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, other than any such event described in items (B) or (C) case of clause (ii) which has not had and ), for such violations or defaults as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, impair in any material respect the ability of the Company to perform its obligations hereunder or prevent or materially delay consummation of the Transactions. (d) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the The affirmative vote (in person or by proxy) of the holders of a majority of the issued and outstanding Company Shares (in favor of the “Requisite Company Vote”) adoption of this Agreement is the only vote or approval of the holders of any Equity Security class or series of capital stock of the Company which is necessary to adopt this Agreement and approve and consummate the Transactions under applicable Law and the Company Charter DocumentsMerger.

Authority; Non-contravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the CVR Agreement and, subject to obtaining the approval of the holders of the Company Shares of the adoption of this Agreement and approval of the Transactions, to perform its obligations hereunder and to consummate the Transactions, subject to adoption of this Agreement Transactions as contemplated by Section 5.04 (including also the approval by the stockholders holders of at least 70% of the CompanyCompany Series B Preferred Stock and the approval, by the requisite majority or supermajority, of the holders of each other respective class and series of Company Shares to the extent the approval of such class or series is required for such purpose by the DGCL or the Company Charter Documents) (the “Company Stockholder Approval”). The execution, delivery and performance by the Company of this Agreement and the CVR Agreement, and the consummation by it of the Transactions, have been duly and validly authorized and approved by the Company Board, and except for obtaining the Company Stockholder Approval, no other corporate action on the part of the Company or any stockholder of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the CVR Agreement and the consummation by it of the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of stockholder approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other partiesparties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Legal Requirements of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company Board has, at a meeting upon the terms and subject to the conditions set forth in this Agreement, duly called and held, unanimously adopted resolutions (i) determining that this Agreement and the Transactions are fair to, advisable and in the best interests of, of the Company and its stockholders, (ii) declaring advisable entry into approving this Agreement and the Transactions, including the Merger, in accordance with the DGCL, (iii) approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger, (iv) resolving, subject to Section 5.04, to make the Company Board Recommendation, and (v) directing that the adoption of this Agreement be submitted to a vote at a meeting the stockholders of the Company’s stockholders. As Company for adoption, and (iv) recommending that the stockholders of immediately prior to the execution of Company adopt this Agreement, such resolutions have not been rescinded, modified or withdrawnAgreement and approve the Transactions. (c) The Neither the execution and delivery of this Agreement nor the CVR Agreement by the Company do not, and nor the consummation by the Company of the Transactions and the performance of or Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will not (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04, 3.04 and adoption of this Agreement by the stockholders of the Company, Company Stockholder Approval are obtained and the filings referred to in Section 3.04 are made, (Ax) violate or conflict with any Law or Order Legal Requirement applicable to the Company or any of its Subsidiaries, (By) result in a violation or breach of violate or constitute a default (with or without notice or lapse of timeunder any Company Contract, or both) underexcept, or give rise to any right of termination, cancellation, payment, acceleration or revocation (“Default”) under, any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as set forth in Section 3.03(c) of the Company Disclosure Schedule or (C) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, other than any such event described in items (B) or (C) case of clause (ii) which has not had and ), for such violations or defaults as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, impair in any material respect the ability of the Company to perform its obligations hereunder or prevent or materially delay consummation of the Transactions. (d) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the The affirmative vote (or written consent) of the holders of a majority of the issued and outstanding Company Shares and at least 70% of the issued and outstanding Series B Preferred Stock in favor of the adoption of this Agreement and approval of the Transactions (collectively, the “Requisite Company VoteRequired Shareholder Consent”) is are the only vote or approval of the holders of any Equity Security class or series of capital stock of the Company which is necessary to adopt this Agreement and approve and consummate the Transactions under applicable Law and the Company Charter DocumentsTransactions.

Authority; Non-contravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and, subject to obtaining the Luxembourg Shareholder Approval and the Cayman Shareholder Approval, to perform its obligations hereunder and to consummate this Agreement and the Transactions, subject to adoption of this Agreement by including the stockholders of Continuation and the CompanyMerger. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of this Agreement and the Transactions, including the Continuation and the Merger, have been duly and validly authorized and approved by the Company Board, and, except for obtaining the Luxembourg Shareholder Approval and the Cayman Shareholder Approval, no other corporate action or company action, as applicable, on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it the Company of the Transactions, subject only, in including the case of consummation of Continuation and the Transactions, to the receipt of stockholder approvalMerger. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other partiesParent and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability enforcement may be subject to (i) may be limited by applicable bankruptcy, insolvency, fraudulent transferconveyance, reorganization, moratorium and other similar laws of general application Laws, now or hereafter in effect, affecting or relating to the enforcement of creditors’ rights and remedies generally and (ii) is the remedies of specific performance and injunctive and other forms of equitable relief may be subject to general principles equitable defenses and to the discretion of equitythe court before which any Proceeding therefor may be brought (collectively, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity ExceptionEnforceability Exceptions”). (b) The Company Board has, at a meeting duly called and held, has unanimously adopted resolutions (i) determining determined that the Transactions are it is fair to, and in the best interests of, of the Company and its stockholders, (ii) declaring advisable entry shareholders for the Company to enter into this Agreement and consummate the Transactions, including the Continuation, the Re-Continuation (subject to the occurrence of a Closing Failure) and the Merger, (iiiii) approving approved and declared advisable this Agreement and the Company’s Support Agreement, and the execution, delivery and performance of this Agreement and the consummation Transactions, including the Continuation, Re-Continuation (subject to the occurrence of a Closing Failure) and the Merger, upon the terms and subject to the conditions set forth in this Agreement, (iii) directed that the Company submit to its shareholders (1) the approval and adoption of this Agreement, the Memorandum and Articles of Association, the Statutory Plan of Merger (including the memorandum and articles of association enclosed therewith) and the Transactions, including the Continuation, the Re-Continuation (subject to the occurrence of a Closing Failure) and the Merger, (iv2) resolvingthe approval of waiving any notice requirements under the Company’s Organizational Documents or Law applicable to calling, subject to Section 5.04holding and convening the Cayman Shareholder Meeting (or any adjournment, to make reconvening or postponement thereof) (3) effective upon the Company Board RecommendationContinuation, and (v) directing that the adoption of this Agreement be submitted to a vote at a meeting change of the Company’s stockholders. As name to “Neo Group Ltd.” and (4) in the case of immediately any Closing Failure (A) the adoption of the Company Charter (in substantially the form in effect prior to the execution Continuation Effective Time that preceded such Closing Failure) as the Company’s articles of association in accordance with Luxembourg Company Law and effective from and after the Re-Continuation until a subsequent Continuation occurs in accordance with this AgreementAgreement and (B) the approval of the appointment of the members of the Company Board as of the Continuation Effective Time as members of the Company Board effective from and after the completion of the Re-Continuation, until a subsequent Continuation occurs in accordance with this Agreement or the earlier of their death, resignation, removal or until their respective successors are duly elected and qualified, as the case may be, and (iv) subject to Section 5.02(d), resolved to recommend such approvals and adoptions by the Company’s shareholders (such recommendation, the “Company Board Recommendation”), which resolutions have not been subsequently rescinded, modified or withdrawn. (c) The Neither the execution and delivery of this Agreement by the Company do notCompany, and nor the consummation by the Company of the Transactions this Agreement and the Transactions, nor performance of or compliance by the Company with any of the terms or provisions hereof hereof, will not (i) conflict with or violate any provision of the Company Charter Organizational Documents or of the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that (A) compliance with the authorizations, consents matters set forth Section 5.05 and approvals referred to in Section 3.04, and adoption of this Agreement by assuming the stockholders accuracy of the Companyrepresentations and warranties made in such Section 4.03 and Section 4.04(a), (B) the Luxembourg Shareholder Approval and Cayman Shareholder Approval are obtained and (C) receipt of the filings referred to in Section 3.04 are madeGovernmental Clearances, (Ax) violate or conflict with any Law or Order applicable to the Company or any of its SubsidiariesSubsidiaries or any of their respective properties, assets, License or Gaming Licenses, (By) result in a violation or breach of or constitute a default (with or without any lapse of time or the giving of notice or lapse both, violate, conflict with, constitute a default, breach, termination or modification (or right of time, termination or bothmodification) under, payment of additional fees, a requirement of any consent, or give rise to the creation or acceleration of any right obligations under any of terminationthe terms, cancellationconditions or provisions of any legally or contractually binding loan or credit agreement, paymentdebenture, acceleration note, bond, mortgage, indenture, deed of trust, lease, sublease, license, contract or revocation other arrangement (each a “DefaultContract”) under, any Material Contract to which the Company or any of its Subsidiaries is a party or by which accelerate the Company or Company’s or, if applicable, any of its Subsidiaries is boundSubsidiaries’, except as set forth in Section 3.03(c) of the Company Disclosure Schedule obligations under any such Contract or (Cz) result in the creation of any Lien on any properties properties, assets, Licenses or assets Gaming Licenses of the Company or any of its Subsidiaries, other than any such event described except, in items (B) or (C) the case of clause (ii) which has ), for any such violation, conflict, default, breach, termination, modification, payment, requirement, creation, acceleration or Lien that would not had and have or would not reasonably be expected to have, individually or in the aggregate, aggregate a Company Material Adverse Effect. (d) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the The affirmative vote votes of the holders (in person or by proxy) of (i) a majority of not less than sixty six point seven percent (66.7%) of the Shares entitled to vote thereon present (in person or by proxy) or represented at the Luxembourg Shareholders Meeting or any adjournment, reconvening or postponement thereof in favor of (1) the adoption of this Agreement and the approval of the Memorandum and Articles of Association, the Continuation, the Re-Continuation (subject to the occurrence of a Closing Failure), and the Statutory Plan of Merger (including the memorandum and articles of association enclosed therewith), (2) effective upon the Continuation, the change of the Company’s name to “Neo Group Ltd.” and (3) in the case of any Closing Failure (A) the adoption of the Company Charter (in substantially the form in effect prior to the Continuation Effective Time that preceded such Closing Failure) as the Company’s articles of association in accordance with Luxembourg Company Law and effective from and after the Re-Continuation, until thereafter changed or amended in accordance with this Agreement, including the occurrence of a subsequent Continuation and (B) the approval of the appointment of the members of the Company Board as of the Continuation Effective Time as members of the Company Board effective from and after the completion of the Re-Continuation, until thereafter changed or amended in accordance with this Agreement, including the occurrence of a subsequent Continuation, and (ii) a majority of more than fifty percent (50%) of the Shares entitled to vote thereon in favor of the approval of waiving any notice requirements under the Company’s Organizational Documents or Law applicable to calling, holding and convening the Cayman Shareholder Meeting (or any adjournment, reconvening or postponement thereof); provided, that, in each case of the foregoing clauses (i) and (ii), holders of more than fifty percent (50%) of the outstanding Company Shares are present (in person or by proxy) or represented at the Luxembourg Shareholders Meeting (or any adjournment, reconvening or postponement thereof) (the approvals and adoptions in the foregoing clauses (i) and (ii), collectively, the “Requisite Company VoteLuxembourg Shareholder Approval”) is ), are the only vote votes, adoptions or approval approvals of the holders of any Equity Security class or series of capital stock of the Company that are necessary to approve and adopt this Agreement and the Transactions, including the Continuation and the Merger (except, in the case of the consummation of the Merger, the Cayman Shareholder Approval). (e) The affirmative votes of the holders (in person or by proxy) of (i) a majority of not less than sixty six point seven percent (66.7%) of the Continuation Shares entitled to vote thereon present (in person or by proxy) or represented at the Cayman Shareholders Meeting or any adjournment, reconvening or postponement thereof in favor of the adoption of the Statutory Plan of Merger (including the memorandum and articles of association enclosed therewith) and the approval of the Merger (or, where a poll is taken in accordance with the Memorandum and Articles of Association, regard shall be had in computing a majority to the number of votes to which each shareholder is entitled) and (ii) a majority of more than fifty percent (50%) of the Continuation Shares entitled to vote thereon in favor of the approval of waiving any notice requirements under the Company’s Organizational Documents or Law applicable to calling, holding and convening the Cayman Shareholder Meeting (or any adjournment, reconvening or postponement thereof), provided, that, in each case of the foregoing clauses (i) and (ii), two (2) or more holders of the Continuation Shares entitled to vote are present (in person or by proxy) or represented at the Cayman Shareholders Meeting (or any adjournment, reconvening or postponement thereof) in the manner contemplated by this Agreement (the approvals and adoptions in the foregoing clauses (i) and (ii), collectively, the “Cayman Shareholder Approval”), are the only votes, adoptions or approvals of the holders of any class or series of the share capital of the Company following the Continuation Effective Time that are necessary to approve and consummate the Transactions under applicable Law adopt this Agreement and the Company Charter DocumentsTransactions, including the Continuation, the Re-Continuation (subject to the occurrence of a Closing Failure), the Merger and the Statutory Plan of Merger (including the memorandum and articles of association enclosed therewith).

Authority; Non-contravention; Voting Requirements. (a) a. The Company has all necessary corporate limited liability company power and authority to execute and deliver this Agreement and the CVR Agreement and, subject to the holders of a majority of outstanding Company Interests of the Company entitled to vote thereon voting in favor of the adoption of this Agreement and approval of the Transactions (the “Company Equityholder Approval”), to perform its obligations hereunder and to consummate the Transactions, subject to adoption of this Agreement by the stockholders of the Company. The execution, delivery and performance by the Company of this Agreement and the CVR Agreement, and the consummation by it of the Transactions, have been duly and validly authorized and approved by the Company BoardManager, and except for obtaining the Company Equityholder Approval, no other corporate limited liability company action on the part of the Company or any member of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the CVR Agreement and the consummation by it of the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of stockholder approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other partiesparties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating subject to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) b. The Company Board Manager has, at a meeting duly called upon the terms and heldsubject to the conditions set forth in this Agreement, unanimously duly adopted resolutions by written consent (i) determining that this Agreement and the Transactions are fair to, advisable and in the best interests of, of the Company and its stockholdersmembers, (ii) declaring advisable entry into approving this Agreement and the Transactions, including the Merger, in accordance with the DLLC Act, (iii) approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger, (iv) resolving, subject to Section 5.04, to make the Company Board Recommendation, and (v) directing that the adoption of this Agreement be submitted to a vote at a meeting the members of the Company’s stockholders. As Company for adoption, and (iv) recommending that the members of immediately prior to the execution of Company adopt this Agreement, such resolutions have not been rescinded, modified or withdrawnAgreement and approve the Transactions. (c) The c. Neither the execution and delivery of this Agreement by nor the Company do not, execution and delivery of the CVR Agreement by the Members’ Representative nor the consummation by the Company of the Transactions and the performance of or Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will not (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals filing referred to in Section 3.04, and adoption of this Agreement by the stockholders of the Company, are obtained and the filings referred to in Section 3.04 are 4.4 is made, (Ax) violate or conflict with any Law or Order Legal Requirement applicable to the Company or any of its Subsidiaries, (By) result in a violation or breach of violate or constitute a default (with or without notice or lapse of time, or both) under, or give rise to under any right of termination, cancellation, payment, acceleration or revocation (“Default”) under, any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as set forth in Section 3.03(c) of the Company Disclosure Schedule or (C) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, other than any such event described in items (B) or (C) of clause (ii) which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectContract. (d) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the affirmative vote of the holders of a majority of the outstanding d. The Company Shares (the “Requisite Company Vote”) Equityholder Approval is the only vote or approval of the holders of any Equity Security limited liability company membership interests of the Company (or of any class or series thereof) which is necessary to adopt this Agreement and approve and consummate the Transactions under applicable Law and the Company Charter Documentshas obtained the Company Equityholder Approval on or before the date of this Agreement. e. The Company Manager personally and exclusively possesses all of the authority (for and on behalf of the Company) customarily associated with sole managers of Delaware manager-managed limited liability companies.

Authority; Non-contravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the CVR Agreements and, subject to obtaining the approval of the holders of the Company Shares of the adoption of this Agreement as contemplated by Section 5.05 (the “Company Stockholder Approval”), to perform its obligations hereunder and to consummate the Transactions, subject to adoption of this Agreement by the stockholders of the Company. The execution, delivery and performance by the Company of this AgreementAgreement and the CVR Agreements, and the consummation by it of the Transactions, have been duly and validly authorized and approved by the Company Board, and except for obtaining the Company Stockholder Approval, no other corporate action on the part of the Company or any stockholder of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the CVR 1 The Company will provide all minutes relating to the strategic process undertaken by the Company upon signing of this Agreement. Agreements and the consummation by it of the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of stockholder approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other partiesparties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Legal Requirements of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company Board has, at a meeting duly called upon the terms and heldsubject to the conditions set forth in this Agreement, unanimously duly adopted resolutions (i) determining that the Transactions are fair to, advisable and in the best interests of, of the Company and its stockholders, (ii) declaring advisable entry into approving this Agreement and the Transactions, including the Merger, in accordance with the DGCL, (iii) approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger, (iv) resolving, subject to Section 5.04, to make the Company Board Recommendation, and (v) directing that the adoption of this Agreement be submitted to a vote at a meeting the stockholders of the Company’s stockholders. As Company for adoption, and (iv) recommending that the stockholders of immediately prior to the execution of Company adopt this Agreement, such resolutions have not been rescinded, modified or withdrawnAgreement and approve the Transactions (the “Company Recommendation”). (c) The Neither the execution and delivery of this Agreement nor the CVR Agreements by the Company do not, and nor the consummation by the Company of the Transactions and the performance of or Transactions, nor compliance by the Company with any of the terms or provisions hereof hereof, will not (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04, 3.04 and adoption of this Agreement by the stockholders of the Company, Company Stockholder Approval are obtained and the filings referred to in Section 3.04 are made, (Ax) violate or conflict with any Law or Order Legal Requirement applicable to the Company or any of its Subsidiaries, Company Subsidiary or (By) result in a violation or breach of violate or constitute a default (with or without notice or lapse of timeunder any Company Contract, or both) underexcept, or give rise to any right of termination, cancellation, payment, acceleration or revocation (“Default”) under, any Material Contract to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as set forth in Section 3.03(c) of the Company Disclosure Schedule or (C) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, other than any such event described in items (B) or (C) case of clause (ii) which has not had and ), for such violations or defaults as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, impair in any material respect the ability of the Company to perform its obligations hereunder or the ability of Parent to enjoy in all material respects the intended benefit of the Transactions or prevent or materially delay consummation of the Transactions. (d) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the The affirmative vote (in person or by proxy) of the holders of a majority of the issued and outstanding Company Shares (in favor of the “Requisite Company Vote”) adoption of this Agreement is the only vote or approval of the holders of any Equity Security class or series of capital stock of the Company which is necessary to adopt this Agreement and approve and consummate the Transactions under applicable Law and the Company Charter DocumentsMerger.

Authority; Non-contravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder and to consummate the Transactions, subject to adoption of this Agreement by the stockholders of the Company. The execution, delivery and performance by the Company of this Agreement, and the consummation by it of the Transactions, have been duly and validly authorized and approved by the Company Board, and assuming the Transactions are consummated in accordance with Section 251(h) of the DGCL, no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of stockholder approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other parties, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general application affecting or relating to the enforcement of creditors’ rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “Bankruptcy and Equity Exception”). (b) The Company Board has, at a meeting duly called and held, has unanimously adopted resolutions (i) determining determined that the Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) declaring declared advisable entry into this Agreement and the Transactions, including the Merger, (iii) approving the Company’s execution, delivery and performance of approved this Agreement and the consummation of the Transactions, including the Merger, Transactions and (iv) resolvingresolved, subject to Section 5.046.2, to make the Company Board Recommendation, and (v) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders. As of immediately prior to the execution of this Agreement, such resolutions have not been rescinded, modified or withdrawn. (c) The Neither the execution and delivery of this Agreement by the Company do not, and nor the consummation by the Company of the Transactions and the Transactions, nor performance of or compliance by the Company with any of the terms or provisions hereof hereof, will not (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Company’s Subsidiaries or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04, and adoption of this Agreement by the stockholders of the Company, 4.4 are obtained and the filings referred to in Section 3.04 4.4 are made, (Ax) violate any Law, judgment, writ or conflict with injunction of any Law or Order Governmental Authority applicable to the Company or any of its Subsidiaries, (By) result in a violation or breach of violate or constitute a default (with or without notice or lapse of time, or both) under, or give rise to any right of termination, cancellation, payment, acceleration or revocation (“Default”) under, under any Material Contract to which the Company or any of its Subsidiaries is a party or by which accelerate the Company or Company’s or, if applicable, any of its Subsidiaries is boundSubsidiaries’, except as set forth in Section 3.03(c) of the Company Disclosure Schedule obligations under any such Material Contract or (Cz) result in the creation of any Lien on any properties or assets of the Company or any of its Subsidiaries, other than any such event described in items (Bx), (y) or (Cz) of clause (ii) which has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. (d) Assuming the accuracy of the representations and warranties set forth in Section 4.095.10, and assuming the Transactions were not consummated in accordance with Section 251(h) of the DGCL, the affirmative vote of the holders of a majority of the outstanding Company Shares (the “Requisite Company Vote”) is the Shares, and only vote or approval of the holders of any Equity Security of the Company such vote, would be necessary to adopt this Agreement and approve and consummate pursuant to the Transactions under applicable Law DGCL and the Company Charter DocumentsCompany’s certificate of incorporation.

Authority; Non-contravention; Voting Requirements. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the other Transaction Agreements to perform its obligations hereunder and to consummate the Transactions, subject to adoption of this Agreement by the stockholders of the Companywhich it is a party. The execution, delivery and performance by the Company of this AgreementAgreement and the other Transaction Agreements to which it is a party, and the consummation by it of the Transactions, have been duly and validly authorized and unanimously approved (by those present) by the Company Board, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of stockholder approval. This Agreement has been been, and each of the other Transaction Agreements to which the Company is a party will be at or prior to Closing, duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other partiesParties hereto and thereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Applicable Law of general application affecting or relating to the enforcement of creditors’ rights generally generally, and (ii) is subject to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether considered enforcement is sought in a proceeding at law or in equity equity) (the “Bankruptcy and Equity Exception”). (b) The Company Board has, at a meeting duly called and held, unanimously adopted resolutions affirmative vote (in person or by proxy) or written consent of the holders of (i) determining that at least a majority of all issued and outstanding shares (as of the Transactions are fair to, Record Date) of Company Common Stock and in the best interests of, the Company and its stockholdersPreferred Stock (voting together as a single voting class on an as-converted to Company Common Stock basis), (ii) declaring advisable entry into at least a majority of all issued and outstanding shares (as of the Record Date) of Company Series E Preferred Stock, and (iii) at least a majority of all issued and outstanding shares (as of the Record Date) of Company Series F Preferred Stock are the only votes of the holders of Company Capital Stock necessary to adopt this Agreement and approve the Transactions, including terms of the Merger, (iii) approving the Company’s execution, delivery and performance of this Agreement Merger under Applicable Law and the consummation Company Organizational Documents, each as in effect at the time of such adoption and approval (collectively, the “Company Stockholder Approval”). The affirmative vote (in person or by proxy) or written consent of the Transactions, including holders of (x) at least a majority of all issued and outstanding shares (as of the Merger, (ivRecord Date) resolving, subject to Section 5.04, to make the of Company Board Recommendation, Common Stock and (vy) directing that the adoption at least a majority of this Agreement be submitted to a vote at a meeting all issued and outstanding shares (as of the Company’s stockholders. As Record Date) of immediately prior to Company Voting Preferred Stock are the execution only votes of this the holders of Company Capital Stock necessary invoke the drag along rights contemplated by Section 4 of the Voting Agreement, such resolutions have not been rescinded, modified or withdrawn. (c) The Neither the execution and delivery of this Agreement and the other Transaction Agreements by the Company do not, and nor the consummation by the Company of the Transactions and the performance of or Transactions, nor compliance by the Company with any of the terms or provisions hereof or thereof, will not (i) conflict with or violate any provision of the Company Charter Organizational Documents or of the similar organizational documents of any of the Company’s Subsidiaries Affiliated Practice Organizational Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04, and adoption of this Agreement by the stockholders of the Company, 2.4 are obtained and the filings referred to in Section 3.04 2.4 are made, (Ax) violate any Applicable Law, judgment, writ or conflict with injunction of any Law or Order Governmental Authority applicable to the any Company Group Member or any of its Subsidiariestheir respective properties or assets or (y) violate, (B) conflict with, result in a violation or breach the loss of or any benefit under, constitute a default (or an event that, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to any a right of termination, cancellation, payment, acceleration termination or revocation (“Default”) cancellation under, any Material Contract to which accelerate the Company performance required by, or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as set forth in Section 3.03(c) of the Company Disclosure Schedule or (C) result in the creation of any Lien on (other than a Permitted Lien) upon any of the material properties or assets of, any Company Group Member or any Affiliated Practice, under any of the terms, conditions or provisions of any Contract or Permit, to which any Company Group Member or any Affiliated Practice is a party, except where, in the case of its Subsidiariesclauses (x) and (y), other than any such event described in items (Bconflict(s), violation(s), default(s) or (C) of clause (ii) which has not had and other effect(s), that would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. (d) Assuming Effect or prevent, impair or materially delay the accuracy of the representations and warranties set forth in Section 4.09, the affirmative vote of the holders of a majority of the outstanding Company Shares (the “Requisite Company Vote”) is the only vote or approval of the holders ability of any Equity Security of the Company necessary Group Member or any Affiliated Practice to adopt this Agreement and approve and perform its obligations hereunder or to consummate the Transactions under applicable Law and the Company Charter DocumentsTransactions.

Authority; Non-contravention; Voting Requirements. (a) The Company Board of Directors, at a meeting duly called and held, has (i) determined that this Agreement, the Merger and the other Transactions are advisable, fair to, and in the best interest of the Company and its stockholders, (ii) approved this Agreement and the Transactions, including the Merger, and (iii) resolved to recommend that the stockholders of the Company adopt this Agreement by a vote of a majority of the disinterested directors of the Company ((i), (ii), and (iii) being referred to collectively as the "Company Board Recommendation"). (b) The Company has all necessary corporate power and authority to execute and deliver this Agreement and Agreement, to perform its obligations hereunder and to consummate the Transactions, subject to adoption of this Agreement by the stockholders of the Company. The execution, delivery and performance by the Company of this Agreement, and the consummation by it the Company of the Transactions, have been duly and validly authorized and approved by the Company BoardBoard of Directors and by the stockholders of the Company, and no other corporate action on the part of the Company is necessary to authorize the execution, delivery and performance by the Company of this Agreement and the consummation by it of the Transactions, subject only, in the case of consummation of the Transactions, to the receipt of stockholder approval. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due and valid authorization, execution and delivery hereof by the other partiesparties hereto, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except that such enforceability (i) may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws Laws of general application affecting or relating to the enforcement of creditors’ ' rights generally and (ii) is subject to general principles of equity, whether considered in a proceeding at law or in equity (the “"Bankruptcy and Equity Exception”"). (b) The Company Board has, at a meeting duly called and held, unanimously adopted resolutions (i) determining that the Transactions are fair to, and in the best interests of, the Company and its stockholders, (ii) declaring advisable entry into this Agreement and the Transactions, including the Merger, (iii) approving the Company’s execution, delivery and performance of this Agreement and the consummation of the Transactions, including the Merger, (iv) resolving, subject to Section 5.04, to make the Company Board Recommendation, and (v) directing that the adoption of this Agreement be submitted to a vote at a meeting of the Company’s stockholders. As of immediately prior to the execution of this Agreement, such resolutions have not been rescinded, modified or withdrawn. (c) The execution and None of the execution, delivery or performance of this Agreement by the Company do notCompany, and the consummation by the Company of the Transactions and Transactions, or the performance of or compliance by the Company with any of the terms or provisions hereof hereof, will not (i) conflict with or violate any provision of the Company Charter Documents or of the similar organizational documents of any of the Company’s Subsidiaries its Subsidiary Organizational Documents or (ii) assuming that the authorizations, consents and approvals referred to in Section 3.04, and adoption of this Agreement by the stockholders of the Company, 3.4 are obtained and the filings referred to in Section 3.04 3.4 are made, (Ax) violate any Law, judgment, writ or conflict with injunction of any Law or Order Governmental Authority applicable to the Company or its Subsidiary or any of its Subsidiariestheir respective properties or assets, or (By) violate, conflict with, result in a violation or breach the loss of or any material benefit under, constitute a default (or an event which, with or without notice or lapse of time, or both, would constitute a default) under, result in the termination of or give rise to any a right of termination, cancellation, payment, acceleration termination or revocation (“Default”) cancellation under, any Material Contract to which accelerate the Company performance required by, or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, except as set forth in Section 3.03(c) of the Company Disclosure Schedule or (C) result in the creation of any Lien on upon any of the respective material properties or assets of of, the Company or its Subsidiary under, any of the terms, conditions or provisions of any Material Contract, Company License or Environmental Permit, to which the Company or its SubsidiariesSubsidiary is a party, other than or by which they or any of their respective properties or assets are bound or affected except, in the case of clauses (x) and (y), for such event described in items (B) violations, conflicts, losses, defaults, terminations, cancellations, accelerations or (C) of clause (ii) which has not had and would not reasonably be expected to haveLiens that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. (d) Assuming the accuracy of the representations and warranties set forth in Section 4.09, the The affirmative vote of the holders of a majority of the outstanding shares of Company Shares (Preferred Stock, voting on an as-converted basis with the “Requisite holders of the outstanding shares of Company Vote”) is Common Stock, and the only vote or approval of the holders of a majority of the Series B-1 Preferred Stock, voting as a separate class, in favor of the adoption of this Agreement (the "Company Stockholder Approval") are the only votes or approvals of the holders of any Equity Security class or series of capital stock of the Company or its Subsidiary which is necessary to adopt this Agreement and approve and consummate the Transactions under applicable Law and Transactions. (e) The minute books of the Company Charter Documentscontain complete and accurate records of all meetings and other corporate actions of its stockholders and its Board of Directors and committees thereof since the date of the Company's incorporation, except to the extent that the lack of any such records would not reasonably be expected to have a Company Material Adverse Effect.