Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby (the "Transactions") (subject to the Company Stockholder Approval (as defined below) with respect to the Merger). The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent the Company prior to or at the Effective Time and Merger Sub the performance of its obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company (including the unanimous approval of the Special Committee), and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to than the Share Issuance, the New Stock Option Plans Adoption Company Stockholder Approval and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each Newco, this Agreement constitutes a valid and binding agreement of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Based in part on the representation set forth in Section 3.6, the only vote of holders of any class or series of capital stock of the Company necessary under applicable law or stock exchange (or similar laws affecting creditors’ rights generally self regulatory organization) regulations to adopt or approve this Agreement and subject the Merger is the adoption and approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock at the Stockholder Meeting (as defined in Section 5.9) entitled to vote on the effect Merger, voting together as a single class, with each share of general principles of equity Company Common Stock entitled to one vote per share (regardless of whether considered in a proceeding at law or in equitythe "Company Stockholder Approval"). To the knowledge of Parent, as No vote of the date hereof, no Singapore takeover statute, rule holders of any capital stock or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as securities of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more Company is necessary to consummate any of the voting rights of Parent; and Transactions other than as set forth in the preceding sentence. (iic) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% Consummation of the voting rights Transactions (including the transactions contemplated by Sections 1.11 and 5.8 hereof) does not conflict with or violate the provisions of Parent, and such person any Company Stock Option Plan or any person acting in concert with him, acquires in option agreement evidencing the grant of any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsOptions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent the Company and the consummation by the Company of the Transactions have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of the Company are necessary to authorize this Agreement or to consummate the Transactions. This Agreement has been duly and validly executed and delivered by the Company and, assuming the due authorization, execution and delivery by SPAC, Xxxxxx, Sponsor and Merger Sub, constitutes a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as limited by applicable bankruptcy, insolvency, reorganization, moratorium and other laws of general application affecting enforcement of creditors’ rights generally, by general equitable principles (the “Remedies Exceptions”). (b) Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to the approval and adoption of this Agreement by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, to consummate the Transactions. The execution and delivery of this Agreement by Xxxxxx Sub and the consummation by Parent and Merger Xxxxxx Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, than the approval and adoption of this Agreement by the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by holders of a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval then outstanding shares of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ MeetingMerger Sub Common Stock, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Xxxxxx Sub and, assuming the due authorization, execution and delivery by SPAC, Xxxxxx, Sponsor and the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except as limited by the Remedies Exceptions. (c) The Merger Sub Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the effect Merger, this Agreement, any Transaction Documents or any of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity)other Transactions. To the knowledge of Parent, as of the date hereofCompany, no Singapore other state takeover statute, rule or regulation statute is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary requisite corporate power and authority to execute and deliver this Agreement, Agreement and any other agreement required to perform its obligations be entered into hereunder and to consummate the Transactionstransactions contemplated hereby and thereby (subject to approval of this Agreement and the transactions contemplated hereby by the requisite holders of outstanding shares of Common Stock in accordance with the Delaware General Corporation Law (the "DGCL") and applicable NASDAQ rules). The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions transactions contemplated hereby (including, without limitation, the issuance of the Purchased Securities and the issuance and reservation for issuance of the Conversion Shares) have been duly and validly authorized by all necessary corporate action on the part Board of Parent and Merger SubDirectors of the Company, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, than the approval of the Share Issuance, the New Stock Option Plans Adoption this Agreement and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required transactions contemplated hereby by the DGCLrequisite holders of outstanding shares of Common Stock). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each the Investor, this Agreement constitutes a valid and binding agreement of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar bankruptcy and other laws affecting creditors’ creditors rights generally and subject to the effect of general principles of equity equity. Upon the execution and filing with the Secretary of State of Delaware (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as and acceptance for filing) of the date hereofCertificate of Designation for the Preferred Stock in the form of Exhibit A hereto (the "Certificate of Designation"), no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as and upon issuance of the Effective TimeWarrant such instruments will constitute legal, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more valid and binding obligations of the voting Company, enforceable against the Company in accordance with there terms, subject to applicable bankruptcy and other laws affecting creditors rights generally and to general principles of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequity.

Authority Relative to this Agreement. Subject to the approval Each of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption Laser and the Parent Board Appointments by Parent’s shareholders, each of Parent and Laser Merger Sub has all necessary the corporate power and authority to execute and deliver this Agreement and, if a party thereto, the Registration Rights Agreement, to perform its obligations hereunder and, if a party thereto, thereunder and to consummate the Transactionstransactions contemplated hereby and, if a party thereto, thereby. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub the Registration Rights Agreement, and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby, thereby and by the Company Merger Agreement, have been duly and validly authorized by all necessary corporate action on the part of Parent Laser and Laser Merger Sub, Sub and no other corporate proceedings action on the part of Parent Laser or Laser Merger Sub are necessary (including on the part of their respective stockholders) is required to authorize this Agreement the execution, delivery and performance hereof or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption thereof and the Parent Board Appointments, the approval consummation of the Share Issuance, the New Stock Option Plans Adoption transactions contemplated hereby and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has been duly and validly executed and delivered by Parent Laser and Laser Merger Sub and, assuming due authorization, execution and delivery by constitutes the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent Laser and Laser Merger Sub, assuming it is the valid and binding obligation of Parent Holdings and Holdings, enforceable against each of Parent Laser and Laser Merger Sub in accordance with its terms, except that such enforcement may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally and other forms of equitable relief may be subject to equitable defenses and the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as discretion of the date hereof, no Singapore takeover statute, rule or regulation is applicable court before which any proceedings therefore may be brought. Prior to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Holdings Effective Time, the Registra- tion Rights Agreement will have been duly executed and delivered by Laser and, assuming that (i) no person acquires it constitutes the valid and binding agreement of Parent Ordinary Shares Holdings, will constitute the valid and binding obligation of Laser enforceable against Laser in accordance with its terms, except that such enforcement may be subject to any bankruptcy, insolvency, reorganization, moratorium or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting other laws now or hereafter in concert with him) that carry 30% effect relating to or more limiting creditors' rights generally and the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or court before which any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsproceedings therefor may be brought.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary full corporate power and authority to execute execute, deliver and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution This Agreement has been duly and validly approved by the Board, and the execution, delivery and performance of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary the Board and, except for the approval of the Merger by the holders of at least a majority of the Shares in accordance with the DGCL, no other corporate action actions on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub Company are necessary to authorize this Agreement or to consummate the Transactions (other thantransactions contemplated hereby, with respect including the acquisition of Shares pursuant to the Share Issuance, the New Stock Option Plans Adoption Offer and the Parent Board Appointments, Merger. The Company has taken all actions necessary to render the approval prohibitions of Section 203 of the Share Issuance, the New Stock Option Plans Adoption DGCL and the Parent Board Changes by a majority provisions of Article EIGHTH of the votes cast with respect Certificate of Incorporation to be inapplicable to the Share Issuance, the New Stock Option Plans Adoption execution and delivery of this Agreement and the Parent Board Appointments at Stockholder Tender Agreement and the Parent Shareholders’ Meeting (as defined below)transactions contemplated hereby and thereby, with respect including the acquisition of the Shares pursuant to the Parent Name Change, Offer and the approval Merger. To the knowledge of the Parent Name Change by 75% of the votes cast with respect Company, no other "fair price", "merger moratorium", "control share acquisition" or other anti-takeover statute or similar statute or regulation applies or purports to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect apply to the Merger, this Agreement or any of the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the other parties heretoParent and the Purchaser, constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject except to the effect of any extent that enforceability may be limited by applicable bankruptcy, insolvency (includingreorganization, without limitation, all laws relating to fraudulent transfers), reorganizationinsolvency, moratorium or similar other laws affecting the enforcement of creditors’ ' rights generally as at the time in effect and subject to the effect of by general principles of equity (equity, regardless of whether such enforceability is considered in a proceeding in equity or at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionslaw.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary corporate power and authority (a) to execute and deliver this Agreement, and (b) assuming the approval of the Merger and adoption of this Agreement by the requisite vote of the Company's stockholders under the DGCL, the Company's Bylaws and applicable Nasdaq rules, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part unanimous vote of Parent and Merger Subthe board of directors of the Company, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions so contemplated (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsMerger, the approval of the Share IssuanceMerger and adoption of this Agreement by the requisite vote of the Company's stockholders the DGCL, the New Stock Option Plans Adoption Company's Bylaws and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meetingapplicable Nasdaq rules, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). The affirmative vote of the holders of a majority of the shares of Company Common Stock outstanding on the record date for the Company Stockholder's Meeting is the only vote of the holders of any class or series of the Company's capital stock necessary to approve the Merger and adopt this Agreement. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting enforcement of creditors’ ' rights generally and except as enforcement thereof is subject to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law or in equitylaw). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption Holdco and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has Subs have all necessary corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and such Ancillary Agreements by Parent each of Holdco and the Merger Sub Subs and the consummation by Parent each of Holdco and the Merger Sub Subs of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent Holdco or the Merger Sub Subs are necessary to authorize this Agreement, each such Ancillary Agreement or to consummate the Transactions (other than, than (a) with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsTransactions, the approval and adoption of this Agreement by the Share IssuanceCompany, as the New Stock Option Plans Adoption and the Parent Board Changes by a majority sole stockholder of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ MeetingHoldco, and with respect to by Holdco, as the Mergersole stockholder of Company Merger Sub and SPAC Merger Sub, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of Holdco Common Stock and the amendment and restatement of the Holdco Organizational Documents pursuant to this Agreement, the approval of the Company, as the sole stockholder of Holdco). This Agreement has and each such Ancillary Agreement have been duly and validly executed and delivered by Parent Holdco and the Merger Sub Subs and, assuming due authorization, execution and delivery by the other parties heretoCompany and SPAC, constitutes a legal, valid and binding obligation of each of Parent and Holdco or the Merger SubSubs, enforceable against each of Parent and Holdco or the Merger Sub Subs in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to the approval Each of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption Corel and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary full corporate power and authority to execute and deliver enter into this Agreement and, subject (in the case of this Agreement) to obtaining the Corel Shareholders' Approval (as defined in Section 6.03 (a)), to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution On or prior to the date hereof, the execution, delivery and delivery performance of this Agreement by Parent each of Corel and Merger Sub and the consummation by Parent each of Corel and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized approved by all necessary corporate action on its Board of Directors and by the part sole shareholder of Parent Sub, the Board of Directors of Corel has adopted a resolution declaring the advisability of the Corel Shareholders' Proposals (as defined in Section 6.03 (a)) and Merger Subdirected that the Corel Shareholders' Proposals be submitted for consideration by the shareholders of Corel in accordance with applicable laws, and no other corporate proceedings on the part of Parent either of Corel or Merger Sub or their shareholders are necessary to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption by Corel and Sub and the Parent Board Appointments, the approval consummation by Corel and Sub of the Share Issuancetransactions contemplated hereby, other than obtaining the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Corel Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)' Approval. This Agreement has been duly and validly executed and delivered by Parent each of Corel and Merger Sub and, assuming due and valid authorization, execution and delivery hereof by the other parties hereto, constitutes a legal, valid and binding obligation agreement of each of Parent Corel and Merger Sub, Sub enforceable against each of Parent Corel and Merger Sub in accordance with its terms, subject to the effect of any applicable except as enforceability may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s 's shareholders, each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ ' Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ ' Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub Stel has all necessary full corporate power and authority to (i) execute and deliver this Agreement, to perform its obligations hereunder (ii) execute and to deliver the Stock Option Agreement, (iii) execute and deliver the Technology Option Agreement, (iv) consummate the Transactionstransactions contemplated by the Stock Option Agreement and Technology Option Agreement, and (v) assuming the approval of the Merger and the approval of the sale of Stel's government business assets by a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement, the Stock Option Agreement by Parent and Merger Sub the Technology Option Agreement, and the consummation by Parent and Merger Sub of the Transactions Merger, the sale of the government business assets and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part unanimous vote of Parent and Merger Subthe board of directors of Stel, and no other corporate proceedings on the part of Parent or Merger Sub Stel are necessary to authorize this Agreement, the Stock Option Agreement and the Technology Option Agreement or to consummate the Transactions Merger and the other transactions contemplated hereby and thereby (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the filing and recordation approval of appropriate merger documents as required the Merger by a majority of the DGCLoutstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with the Delaware Law or (b) with respect to the sale of the government business assets, the approval of such sale by a majority of the outstanding shares of Stel Common Stock). This Each of this Agreement, the Stock Option Agreement and the Technology Option Agreement has been duly and validly executed and delivered by Parent and Merger Sub Stel and, assuming due authorization, execution and delivery by Newbridge and, in the other parties heretocase of this Agreement, by Merger Sub, constitutes a legal, valid and binding obligation agreement of each of Parent and Merger SubStel, enforceable against each of Parent and Merger Sub Stel in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequitable principles.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent (a) Acquiror and Merger Sub has all necessary have full corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part Boards of Parent Directors of Acquiror and Merger Sub, Sub and no other corporate proceedings on the part of Parent Acquiror or Merger Sub are is necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)transactions so contemplated. This Agreement has been duly and validly executed and delivered by Parent Acquiror and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each Target, this Agreement constitutes a valid and binding agreement of Parent Acquiror and Merger Sub, enforceable against each of Parent Acquiror and Merger Sub in accordance with its terms, subject terms (except in all cases as such enforceability may be limited to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, or similar laws affecting creditors’ the enforcement of creditor's rights generally and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the effect discretion of general principles of equity any court before which any proceeding may be brought). (regardless of whether considered b) Other than in a proceeding at law connection with, or in equity). To compliance with, the knowledge provisions of ParentCalifornia Law with respect to the transactions contemplated hereby, as the federal securities laws, the securities laws of the date hereofvarious states, the rules of The Nasdaq Stock Market, Inc., and other than notices to or filings with the Internal Revenue Service, or under the HSR Act, no Singapore takeover statuteauthorization, rule consent or regulation approval of, or filing with, any Governmental Entity is applicable to necessary for the consummation by Acquiror or Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as Sub of the Effective Timetransactions contemplated by this Agreement other than authorizations, assuming that (i) no person acquires Parent Ordinary Shares consents and approvals the failure to obtain, or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of filings the voting rights of Parent; and (ii) no person whofailure to make, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parentwhich would not, in each case as the aggregate, have a result of or pursuant to the Merger or the other TransactionsMaterial Adverse Effect on Acquiror.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each Each of Parent and Merger Sub has all necessary full corporate power and authority to (i) execute and deliver this AgreementAgreement and (ii) assuming the approval of the issuance of the Parent Common Stock in connection with the Merger and issuance of the shares pursuant to the Financing Transaction by at least a majority of the shares of Parent Common Stock present in person or represented by proxy and entitled to vote at the Parent Special Meeting or any adjournment or postponement thereof in accordance with Delaware law, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub the Agreement, and the consummation by Parent and Merger Sub of the Transactions Merger and the other transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on a unanimous vote of the part board of directors of each of Parent and Merger Sub, Sub and no other corporate proceedings on the part of either Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated hereby (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the than approval of the Share Issuance, issuance of the New Stock Option Plans Adoption shares in connection with the Merger and the Parent Board Changes Financing Transaction by at least a majority vote of the votes cast with respect number of shares of Parent Common Stock entitled to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments vote represented at the Parent Shareholders’ Meeting (as defined below)Special Meeting, or any adjournment or postponement thereof in accordance with respect to Delaware law, at the Parent Name Change, the approval time of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meetingvote, and with respect to the Mergeradoption of this Agreement by Parent as sole stockholder of Merger Sub, which will occur immediately after the filing execution and recordation of appropriate merger documents as required by the DGCLdelivery hereof). This The Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequitable principles.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuanceParent, the Parent Name Change, the New Stock Option Plans Adoption First Merger Sub and the Parent Board Appointments by Parent’s shareholders, each of Parent and Second Merger Sub has all necessary corporate the requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute and or deliver pursuant to this Agreement, to perform ; and (b) carry out its obligations hereunder and thereunder and to consummate the TransactionsTransactions (including the Mergers). The execution and delivery by Parent, First Merger Sub and Second Merger Sub of this Agreement by Parent and Merger Sub the other Transaction Agreements to which each of them is a party, and the consummation by Parent Parent, First Merger Sub and Second Merger Sub of the Transactions (including the Mergers) have been duly and validly authorized by all necessary corporate or limited liability company action on the part of Parent each of Parent, First Merger Sub and Second Merger Sub, and no other corporate proceedings on the part of Parent Parent, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the than approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Stockholder Matters. This Agreement has and the other Transaction Agreements to which each of them is a party have been duly and validly executed and delivered by Parent Parent, First Merger Sub and Second Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties heretoParties, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent Parent, First Merger Sub and Second Merger SubSub (as applicable), enforceable against each of Parent and Parent, First Merger Sub and Second Merger Sub (as applicable) in accordance with its their terms, subject to the effect of any except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to or by principles governing the effect availability of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequitable remedies.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub Halter Marine has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated herein to be consummated by Halter Marine. The execution and delivery of this Agreement by Parent and Merger Sub Halter Marine and the consummation by Parent and Merger Sub Halter Marine of the Transactions such transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub Halter Marine and no other stockholder votes are necessary to authorize this Agreement or to consummate the Transactions such transactions (other than, with respect to the Share IssuanceMerger, the New Stock Option Plans Adoption and adoption of this Agreement by the Parent Board Appointments, the approval affirmative vote of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect outstanding shares of Halter Marine Common Stock entitled to vote thereon (the Share Issuance"Halter Marine Stockholder Approval")). The Board of Directors of Halter Marine, the New Stock Option Plans Adoption at a meeting duly called and held, has (i) determined that this Agreement, and the Parent Board Appointments at transactions contemplated hereby (including the Parent Shareholders’ Meeting (as defined belowMerger), with respect are fair to and in the Parent Name Change, the approval best interests of the Parent Name Change by 75% Company's stockholders, (ii) approved, adopted and declared the advisability of this Agreement and the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to transactions contemplated hereby (including the Merger), (iii) resolved to recommend approval and adoption of this Agreement by its stockholders and (iv) directed that this Agreement and the filing and recordation transactions contemplated hereby be submitted to Halter Marine's stockholders for approval at a meeting of appropriate merger documents as required by the DGCL)such stockholders. This Agreement has been duly authorized and validly executed and delivered by Parent Halter Marine and Merger Sub and, assuming due authorization, execution and delivery by constitutes the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger SubHalter Marine, enforceable against each of Parent and Merger Sub Halter Marine in accordance with its terms, subject . Halter Marine has taken all appropriate actions so that the restrictions on business combinations contained in Section 203 of the DGCL will not apply with respect to or as a result of the effect of any applicable bankruptcy, insolvency (includingMerger and the transactions contemplated by this Agreement, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium any further action on the part of the stockholders or similar laws affecting creditors’ rights generally and subject to the effect Board of general principles Directors of equity (regardless of whether considered in a proceeding at law or in equity)Halter Marine. To the knowledge of Parent, as of the date hereofHalter Marine's knowledge, no Singapore other state takeover statute, rule or regulation statute is applicable to the Merger or Merger. Halter Marine has taken all action necessary to render the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable Halter Marine Preferred Stock Rights issued pursuant to the Merger or the other Transactions as terms of the Effective TimeHalter Marine Rights Agreement inapplicable to, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case exercisable as a result of, the Merger, the execution and delivery of or pursuant to the Merger this Agreement or the other Transactionstransactions contemplated by this Agreement.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary requisite corporate power and corporate authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time, to perform its obligations hereunder and thereunder, and to consummate the TransactionsTransactions (subject to the Company Shareholder Approval (as defined herein) with respect to the Merger). The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent the Company prior to or at the Effective Time and Merger Sub the performance of its obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part Board of Parent and Merger Sub, Directors of the Company and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to than the Share Issuance, the New Stock Option Plans Adoption Company Shareholder Approval and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLPBCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each of Parent and Merger SubPurchaser, this Agreement constitutes a valid and binding agreement of the Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect . (b) The only vote of holders of any applicable bankruptcyclass or series of capital stock of the Company or any of its subsidiaries necessary to adopt or approve this Agreement and the Merger is the adoption and approval of this Agreement and the Merger by the holders of a majority of the votes cast by the holders of shares of Company Common Stock at the Shareholder Meeting, insolvency with each share of Company Common Stock entitled to one vote per share (the “Company Shareholder Approval”). The affirmative vote of the holders of any capital stock or other securities (or any separate class thereof) of the Company or any of its subsidiaries, or any of them, is not necessary to consummate the Offer or any transaction contemplated by this Agreement other than as set forth in the preceding sentence. Notwithstanding the foregoing, if Purchaser shall acquire 80% or more of the then outstanding shares of Company Common Stock, the Purchaser may without a meeting of the shareholders of the Company and otherwise in accordance with Section 1924(b)(1) of the PBCL (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally adoption by the board of directors of Purchaser of a short-form plan of merger in accordance with the PBCL and subject to consistent with the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as terms of the date hereof, no Singapore takeover statute, rule or regulation is applicable to Merger) effect the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuanceNovus, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has have all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent each of Novus and Merger Sub and the consummation by Parent each of Novus and Merger Sub of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent Novus or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting than (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Novus Common Stock and by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of Novus Common Stock and the amendment and restatement of the Novus Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Novus Common Stock). This Agreement has been duly and validly executed and delivered by Parent Novus and Merger Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and Novus or Merger Sub, enforceable against each of Parent and Novus or Merger Sub in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub Stel has all necessary full corporate power and authority to (i) execute and deliver this Agreement, to perform its obligations hereunder (ii) execute and to deliver the Stock Option Agreement, (iii) execute and deliver the Technology Option Agreement, (iv) consummate the Transactionstransactions contemplated by the Stock Option Agreement and Technology Option Agreement, and (v) assuming the approval of the Merger by a majority of the outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with Delaware Law, consummate the Merger and the other transactions contemplated hereby. The execution and delivery of this Agreement, the Stock Option Agreement by Parent and Merger Sub the Technology Option Agreement, and the consummation by Parent and Merger Sub of the Transactions Merger and the other transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part unanimous vote of Parent and Merger Subthe board of directors of Stel, and no other corporate proceedings on the part of Parent or Merger Sub Stel are necessary to authorize this Agreement, the Stock Option Agreement and the Technology Option Agreement or to consummate the Transactions Merger and the other transactions contemplated hereby and thereby (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsMerger, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes Merger by a majority of the votes cast outstanding shares of Stel Common Stock at the Stel Special Meeting or any adjournment or postponement thereof in accordance with respect to the Share IssuanceDelaware Law). Each of this Agreement, the New Stock Option Plans Adoption Agreement and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Technology Option Agreement has been duly and validly executed and delivered by Parent and Merger Sub Stel and, assuming due authorization, execution and delivery by Newbridge and, in the other parties heretocase of this Agreement, by Merger Sub, constitutes a legal, valid and binding obligation agreement of each of Parent and Merger SubStel, enforceable against each of Parent and Merger Sub Stel in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequitable principles.

Authority Relative to this Agreement. Subject to Baytex has the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute this Agreement and deliver this Agreement, to perform carry out its obligations hereunder and to consummate the Transactionshereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub Baytex of the Transactions transactions contemplated by the Arrangement have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, Baytex Board and no other corporate proceedings on the part of Parent or Merger Sub Baytex are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share IssuanceAgreement, the New Stock Option Plans Adoption and Arrangement or the Parent Board Appointments, other transactions contemplated herein other than the approval of the Share Issuance, the New Stock Option Plans Adoption Issuance Resolution by Baytex Shareholders and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect Circular and matters relating to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required Baytex Meeting by the DGCL)Baytex Board. This Agreement has been duly and validly executed and delivered by Parent Baytex and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Baytex enforceable against each of Parent and Merger Sub it in accordance with its terms, subject to the effect of any applicable qualification that such enforceability may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect other Applicable Laws of general principles application relating to or affecting rights of equity (regardless of whether considered in a proceeding at law or in equity)creditors and that equitable remedies, including specific performance, are discretionary and may not be ordered. To the knowledge of Parent, as Each of the date hereofContracts, no Singapore takeover statuteagreements and instruments required by this Agreement to be delivered by it will, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of at the Effective Time, have been duly executed and delivered by it and (assuming due execution and delivery by the other parties thereto) will at the Effective Time be enforceable against it in accordance with its terms, subject to the qualification that (i) no person acquires Parent Ordinary Shares such enforceability may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other Applicable Laws of general application relating to or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting affecting rights of Parent; creditors and (ii) no person whothat equitable remedies, together with parties acting in concert with himincluding specific performance, holds are discretionary and may not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsbe ordered.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption (a) The Company and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Company Sub has have all necessary corporate power and authority to execute and deliver this Agreement, to perform its their respective obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent the Company and Merger Company Sub and the consummation by Parent the Company and Merger Company Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent the Company or Merger the Company Sub (including on the part of the shareholders of the Company or the stockholders of Company Sub) are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsReorganization Merger, the approval and adoption of this Agreement by the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by holders of a majority of the votes cast with respect to the Share Issuancethen outstanding shares of Common Stock, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below)and, with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the MergerMergers, the filing and recordation of appropriate merger documents for the Mergers as required by the CGCL and DGCL, as applicable). This Agreement has been duly and validly executed and delivered by Parent the Company and Merger Company Sub and, assuming the due authorization, execution and delivery by the other parties heretoMerger Sub, constitutes a legal, valid and binding obligation of each of Parent the Company and Merger Company Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting relating to creditors’ ' rights generally and to general principles of equity. (b) The Board of Directors of the Company has (i) approved and adopted this Agreement and the Transactions, (ii) determined that the Mergers are in the best interests of the Company and its shareholders and that the terms of this Agreement are fair to the Company and its shareholders and (iii) subject to the effect provisions of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To Section 8.1(a) hereof, determined and agreed to recommend that the knowledge of Parent, as shareholders of the date hereof, no Singapore takeover statute, rule or regulation is applicable to Company approve and adopt this Agreement. The Board of Directors of Company Sub has approved and adopted this Agreement and the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions. (c) The Company in its capacity as the sole stockholder of Company Sub has approved this Agreement and the Mergers in accordance with the DGCL, the Company Sub's Certificate of Incorporation and Bylaws.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution Board of Directors of the Company (the “Company Board”) at a meeting or meetings duly called and delivery held has unanimously (A) determined that the Offer and the Merger are advisable and fair to and in the best interests of, the stockholders of the Company, (B) approved and adopted the agreement of merger (as such term is used in Section 251 of the DGCL) contained in this Agreement, (C) resolved to recommend acceptance of the Offer and approval and adoption of the agreement of merger contained in this Agreement by the stockholders of the Company and (D) irrevocably taken all necessary steps to approve Parent and Merger Sub Purchaser becoming “interested stockholders” within the meaning of Section 203 of the DGCL and causing said Section 203 to be inapplicable to Parent and Purchaser and to the Merger, the Stockholder Tender Agreement and the consummation by Parent acquisition of Shares pursuant to the Offer and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no Stockholder Tender Agreement. No other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption Merger and the Parent Board Appointmentsagreement of merger (within the meaning of Section 251 of the DGCL contained within this Agreement), the approval and adoption of the Share Issuance, agreement of merger contained in this Agreement by the New Stock Option Plans Adoption and the Parent Board Changes by holders of a majority of the votes cast with respect outstanding Company Common Stock prior to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval consummation of the Parent Name Change by 75% Merger (unless the Merger is consummated pursuant to Section 253 of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)). This Agreement has been duly and validly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any except as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and subject or by general equity principles. (b) Unless the Merger is consummated pursuant to Section 253 of the effect DGCL as contemplated by Section 2.8, the affirmative vote of general principles the holders of equity (regardless a majority of whether considered in a proceeding at law or in equity). To the knowledge of Parent, outstanding Company Common Stock as of the record date hereof, no Singapore takeover statute, rule or regulation for the Special Meeting is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as only vote of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares holders of any class or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more series of capital stock of the Company necessary to adopt the agreement of merger contained within this Agreement and approve the transactions contemplated hereby, including the Merger. Purchaser will have full voting rights of Parent; and (ii) no person who, together power with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or respect to any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or purchased pursuant to the Merger Offer or the other TransactionsStockholder Tender Agreement.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuanceQuartet, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent Holdco and Merger Sub has all necessary full corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, and each ancillary document that Quartet, Holdco or Merger Sub has executed or delivered or is to perform its execute or deliver pursuant to this Agreement, and (ii) carry out Quartet’s, Holdco’s and Merger Sub’s obligations hereunder and thereunder and, to consummate the Transactionstransactions contemplated hereby (including the Mergers). The Other than the Quartet Stockholder Approval (as defined in Section 5.1(a)), the execution and delivery of this Agreement by Parent Quartet, Holdco and Merger Sub and the consummation by Parent Quartet, Holdco and Merger Sub of the Transactions transactions contemplated hereby (including the Mergers) have been duly and validly authorized by all necessary corporate action on the part of Parent Quartet, Holdco and Merger SubSub (including the approval by the Quartet Board, Holdco Board and Merger Sub Board and shareholders of Holdco with respect to the Redomestication Merger and shareholders of Merger Sub with respect to the Transaction Merger as the case may be), and no other corporate proceedings on the part of Parent Quartet, Holdco or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Quartet, Holdco and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, constitutes a legal, valid the legal and binding obligation of each of Parent Quartet, Holdco and Merger Sub, enforceable against each of Parent Quartet, Holdco and Merger Sub in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary corporate requisite limited liability company or similar power and authority to execute and deliver this Agreementthe Transaction Documents to which it is a party, to perform its obligations hereunder thereunder and to consummate the Contemplated Transactions. The execution and delivery of this Agreement by Parent and Merger Sub the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation by Parent and Merger Sub of the Contemplated Transactions have been duly and validly authorized by all necessary corporate required limited liability company or other action on the part of Parent and Merger Sub, the Company and no other corporate limited liability company or other proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement the Transaction Documents to which it is a party or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Contemplated Transactions. This Agreement has been been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming due authorizationthis Agreement has been, execution and delivery each of the other Transaction Documents to which it is a party will be, duly authorized, executed and delivered by the other parties heretothereto, constitutes this Agreement constitutes, and each of the other Transaction Documents to which it is a party will constitute, a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub it in accordance with its their respective terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws Laws now or hereafter in effect relating to or affecting creditors’ rights generally generally, including the effect of statutory and other Laws regarding fraudulent conveyances and preferential transfers and subject to the effect of limitations imposed by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity) (collectively, the “Bankruptcy and Equity Principles”). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval (a) Each of the Share IssuanceParent, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent AcquisitionCo and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent Parent, AcquisitionCo and Merger Sub and the consummation by Parent Parent, AcquisitionCo and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent Parent, AcquisitionCo or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect subject to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent Parent, AcquisitionCo and Merger Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent Parent, AcquisitionCo and Merger Sub, enforceable against each of Parent Parent, AcquisitionCo and Merger Sub in accordance with its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of general by principles of equity regarding the availability of remedies. (regardless b) The board of whether considered in a proceeding at law or in equity). To the knowledge directors of each of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable AcquisitionCo and Merger Sub pursuant to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that duly adopted resolutions have unanimously (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of approved and declared advisable this Agreement and the voting rights of Parent; Transactions and (ii) no person who, together with parties acting determined that it is in concert with him, holds not less than 30% but not more than 50% of the voting rights best interests of Parent, AcquisitionCo or Merger Sub, as applicable, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights stockholders of Parent, in each case AcquisitionCo or Merger Sub, as a result of applicable, that Parent, AcquisitionCo or pursuant Merger Sub, as applicable, enter into this Agreement and consummate the Transactions on the terms and subject to the Merger or the other Transactionsconditions set forth in this Agreement.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each STOCKHOLDER APPROVAL. (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other transactions contemplated hereby. No other corporate proceedings on the part of Parent or Merger Sub Sub, or any of their respective subsidiaries, are necessary to authorize this Agreement or to consummate the Transactions Merger and the other transactions contemplated hereby (other than, with respect to the Share IssuanceMerger and this Agreement, to the extent required by Law, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting Requisite Vote (as defined belowhereinafter defined), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub, enforceable against each of Parent parent and Merger Sub in accordance with its terms, subject to the effect of any except as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or similar laws affecting creditors’ ' rights generally or by general equity principles. (b) The Boards of each of Parent and subject Merger Sub have, by unanimous vote, duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the Merger and the other transactions contemplated hereby, and taken all corporate actions required to be taken by the Boards of each of Parent and Merger Sub for the consummation of the Merger and the other transactions contemplated hereby. Parent's Board has directed that this Agreement be submitted to the effect stockholders of general principles Parent for their approval to the extent required by Law. The affirmative approval of equity (regardless the holders of whether considered in Parent Common Stock representing a proceeding at law or in equity). To majority of the knowledge voting power of Parent, Parent Common Stock as of the record date hereof, no Singapore takeover statute, rule or regulation for Parent Stockholder Meeting (the "PARENT REQUISITE VOTE") is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as only vote of the Effective Time, assuming that (i) no person acquires holders of any class or series of stock of Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of necessary to adopt this Agreement and approve the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval (i) Each of the Share IssuanceAcquiror, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent Acquiror OP and Merger Sub Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no No other corporate proceedings on the part of Parent Acquiror, Acquiror OP or Merger Sub Subsidiary, or any of their respective subsidiaries, are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Transaction. This Agreement has been duly and validly executed and delivered by Parent each of Acquiror, Acquiror OP and Merger Sub Subsidiary and, assuming due authorization, execution and delivery hereof by the other parties heretoTarget, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent Acquiror, Acquiror OP and Merger SubSubsidiary, enforceable against each of Parent Acquiror, Acquiror OP and Merger Sub Subsidiary in accordance with its terms, and subject to the effect of any its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and equitable principles. (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% The board of trustees of Acquiror has duly and validly authorized the execution and delivery of this Agreement by Acquiror and by Acquiror OP and approved the consummation of the voting rights of ParentTransaction, and such person taken all actions required to be taken by Acquiror or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% Acquiror OP for the consummation of the voting rights Transaction. (iii) The board of Parenttrustees of Merger Subsidiary has duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the Transaction, in each case as a result and taken all actions required to be taken by Merger Subsidiary for the consummation of or pursuant to the Merger or the other TransactionsTransaction.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub STOCKHOLDER APPROVAL. (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no No other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Share IssuanceMerger and this Agreement, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting Company Requisite Vote (as defined belowhereinafter defined), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or and similar laws affecting creditors’ ' rights generally and subject remedies generally, and subject, as to the effect of enforceability, to general principles of equity (regardless of whether considered enforcement is sought in a proceeding at law or in equity). To . (b) The Company Board by unanimous vote and acting on the knowledge unanimous recommendation of the Special Committee, duly and validly authorized the execution and delivery of this Agreement, and taken all corporate actions required to be taken by the Company Board for the consummation of the transactions, including the Offer and the Merger, contemplated hereby and has (i) approved this Agreement, (ii) determined that each of this Agreement, the Offer and the Merger is advisable and fair to, and in the best interests of, the stockholders of the Company (other than Parent, the Offer Affiliates and Merger Sub), (iii), resolved to approve the Offer, the Merger and this Agreement and the transactions contemplated hereby, and (iv) recommended acceptance of the Offer and, if applicable, approval and adoption of this Agreement by such stockholders of the Company, subject to the terms and conditions set forth herein. The Company Board has directed that this Agreement, to the extent required, be submitted to the stockholders of the Company for their approval. The affirmative approval of the holders of shares of Common Stock representing at least two-thirds of the outstanding shares of Common Stock as of the record date hereof, no Singapore takeover statute, rule or regulation for the Company (the "COMPANY REQUISITE VOTE") is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as only vote of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares holders of any class or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more series of capital stock of the voting rights of Parent; Company necessary to adopt this Agreement and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of approve the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, and, subject to the terms and conditions of this Agreement and obtaining the necessary approvals of Parent's stockholders, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions Merger and the other transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (Merger and the other transactions contemplated by this Agreement other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting : (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, a) the filing and recordation of appropriate merger documents as required by the MBCL; (b) the approval of the issuance of shares of Parent Common Stock pursuant to the Merger by the holders of a majority of the votes cast at the Parent Stockholders' Meeting (as defined in Section 6.01) as required by the rules of the NYSE; (c) the approval of the Parent Proposals by the requisite votes of the holders of Parent Common Stock at the Parent Stockholders' Meeting; and (d) the filing and recordation of the Parent Charter Amendment, as required by the Delaware General Corporation Law (the "DGCL)") and subject to the terms and conditions of this Agreement. This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally and subject to the effect of by general equitable principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary full corporate power and authority to (a) execute and deliver this AgreementAgreement and (b) assuming the approval of the Merger by the Required Company Stockholder Vote on the Company Record Date at the Company Special Meeting or any adjournment or postponement of such meeting in accordance with Delaware Law and the Bylaws of the Company, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub the Voting Agreements, and the consummation by Parent and Merger Sub of the Transactions Merger and the other transactions contemplated by this Agreement and by the Voting Agreements, have been duly and validly authorized by all necessary corporate action on the part unanimous vote of Parent and Merger Subthe board of directors of the Company, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement Agreement, the Voting Agreements or to consummate the Transactions Merger and the other transactions contemplated by this Agreement and by the Voting Agreements (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsMerger, the approval of the Share Issuance, Merger by the New Stock Option Plans Adoption Required Company Stockholder Vote on the Company Record Date at the Company Special Meeting or any adjournment or postponement of such meeting in accordance with the Delaware Law and the Parent Board Changes by a majority Bylaws of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption Company and the Parent Board Appointments at and the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval filing of the Parent Name Change by 75% Certificate of Merger with the Secretary of State of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation State of appropriate merger documents as required by the DGCLDelaware). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent Buyer and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting the enforcement of creditors’ rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequitable principles.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuanceSPAC, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has have all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery by each of the SPAC and Merger Sub of this Agreement by Parent and the other Transaction Documents to which each of the SPAC and Merger Sub is or will at the Closing be a party, the performance by each of the SPAC and Merger Sub of its obligations hereunder and thereunder and the consummation by Parent each of the SPAC and Merger Sub of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent the SPAC or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting than (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the SPAC Stockholder Approval and the approval by the SPAC as the sole stockholder of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of New SPAC Common Stock, the New SPAC Certificate of Incorporation and the Certificate of Designations, the SPAC Stockholder Approval). This Agreement has been been, and the other Transaction Documents to which each of the SPAC and Merger Sub is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Parent the SPAC and Merger Sub and, assuming due authorization, execution and delivery by the other party or parties heretothereto, constitutes (or will then constitute) a legal, valid and binding obligation of each of Parent and the SPAC or Merger Sub, enforceable against each of Parent and the SPAC or Merger Sub in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreementdeliver, and to perform its obligations hereunder under, this Agreement and the Company Option Agreement and, subject to obtaining the necessary approval of its stockholders, to consummate the TransactionsMerger and the other provisions contemplated hereby and thereby under applicable law. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of this Agreement and the Transactions Company Option Agreement, and the consummation of the Merger and the transactions contemplated hereby and thereby, have been duly and validly authorized by all necessary corporate action on the part Board of Directors of Parent and Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the Company Option Agreement or to consummate the Transactions Merger or other transactions contemplated hereby and thereby (other than, with respect to than approval by the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as Parent's stockholders required by the DGCLapplicable law). This Agreement has and the Company Option Agreement have been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other parties heretoof this Agreement, constitutes is a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub them in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting creditors’ the enforcement of creditors rights generally and subject or by general equitable principles. The shares of Parent Common Stock to be issued by Parent pursuant to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of ParentMerger, as well as the Parent Options and the shares of the date hereof, no Singapore takeover statute, rule or regulation is applicable Parent Common Stock to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that issued upon exercise thereof: (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together have been duly authorized, and, when issued in accordance with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more the terms of the voting rights of Parent; Merger and this Agreement (or the applicable option agreements), will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% be listed on the OTC-BB Market and (iii) will be issued free and clear of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsLiens.

Authority Relative to this Agreement. Subject to The Company has the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary requisite ------------------------------------ corporate power and authority to execute and deliver enter into this AgreementAgreement and, subject to adoption of this Agreement by its stockholders as set forth in Section 6.1, to perform its obligations hereunder hereunder. Assuming the accuracy of Purchaser's representation as to the ownership of Shares and to consummate Preferred Shares, the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions transactions contemplated by this Agreement have been (i) duly and validly authorized by all necessary corporate action on the part Board of Parent Directors of the Company prior to Sub or Purchaser becoming an "Interested Stockholder" as defined in Section 203 of the Delaware Law; (ii) approved by two-thirds of the "Continuing Directors" of the Company as such term is defined in Article VI of the Company's Restated Certificate of Incorporation; and Merger Sub(iii) approved by a Committee of "Disinterested Directors", as such term is defined in, and in accordance with, Section 10-1221 of the Arizona Revised Statutes ("Arizona Law") and, except for adoption of this Agreement by its stockholders as set forth in Section 6.1, no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize or consummate this Agreement and the transactions contemplated hereby. The Board of Directors of the Company has approved Sub and Purchaser and or any other direct or indirect wholly-owned subsidiary of BHP to consummate which BHP may assign its rights hereunder becoming "Interested Stockholders" as defined in Section 203 of the Transactions (other than, with respect Delaware Law pursuant to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval terms of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)this Agreement. This Agreement has been duly and validly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub in accordance with its terms, subject terms except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws relating to or affecting creditors’ rights the enforcement of creditors rights' generally and or by equitable principles. Except as set forth on Schedule 4.4, neither the Company nor any of its subsidiaries is subject to the effect or obligated under any provision of general principles (a) its certificate or articles of equity incorporation or by-laws, (regardless of whether considered in a proceeding at law b) any contract, (c) any license, franchise or permit, or (d) any law, regulation, order, judgment or decree, which would be breached or violated or in equity). To respect of which a right of termination or acceleration or any encumbrance on any of its or any of its subsidiaries' assets could be created by its execution, delivery and performance of this Agreement and the knowledge of Parent, as consummation by it of the date hereoftransactions contemplated hereby, other than any such breaches, violations, rights or encumbrances which will not, and would not reasonably be expected to individually or in the aggregate, have a Material Adverse Effect. Other than in connection with or in compliance with the provisions of the Delaware Law, Arizona Law, the Exchange Act, the securities or blue-sky laws of the various states of the United States and the H-S-R Act, and except as set forth in Schedule 4.4(b), no Singapore takeover statuteauthorization (other than such Authorizations that are the subject of Section 4.11), rule consent or regulation approval of, or filing with, any public body, court or authority is applicable to necessary for the Merger or consummation by the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as Company of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired transactions contemplated by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsthis Agreement.

Authority Relative to this Agreement. Subject MBI has the corporate power to the enter into this Agreement and, subject to approval of the MBI Share Issuance, Proposal by the Parent Name Change, holders of MBI Common Stock to consummate the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this AgreementMerger, to perform its obligations hereunder and to consummate the Transactionshereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on MBI's Board of Directors. This Agreement constitutes a valid and legally binding obligation of MBI enforceable in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the part enforcement of Parent creditors' rights generally and Merger Subexcept that the availability of equitable remedies, and including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. Except for the approval of the holders of MBI Common Stock described in Section 3.7(a), no other corporate proceedings on the part of Parent or Merger Sub MBI are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, transactions contemplated hereby. Except as disclosed in the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting MBI SEC Reports (as defined below), with respect to the Parent Name Change, the approval ) or in Section 4.4 of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ MeetingMBI Disclosure Schedule, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, MBI is not subject to the effect of or obligated under (i) any applicable bankruptcycharter, insolvency bylaw, indenture or other loan document provision or (includingii) any other contract, without limitationlicense, all laws relating to fraudulent transfers)franchise, reorganizationpermit, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parentorder, as of the date hereofdecree, no Singapore takeover concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation is applicable to MBI or any of its subsidiaries or their respective properties or assets, which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Agreement other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either singly or in the aggregate, will not have an MBI Material Adverse Effect or prevent the consummation of the transactions contemplated hereby and (B) the laws and regulations referred to in the next sentence. Except in connection, or in compliance, with the provisions of the Securities Act of 1933, as amended (the "Securities Act"), the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by MBI of the Merger or the other Transactions. To transactions contemplated by this Agreement, other than filings, registrations, authorizations, consents or approvals the knowledge failure of Parent, no Singapore takeover statute, rule which to make or regulation will be applicable to obtain would not have an MBI Material Adverse Effect or prevent the Merger or the other Transactions as consummation of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to (a) The Company has the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform carry out its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub the Company, the performance by Company of its obligations hereunder, and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, Board and no other corporate actions or proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement Agreement, the performance by Company of its obligations hereunder, or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsMerger, the approval and adoption of this Agreement by the stockholders of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority Company in accordance with Section 251 of the votes cast with respect to the Share IssuanceDGCL, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting if necessary). (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). b) This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery by the other parties heretoParent and Purchaser, constitutes a legal, the valid and binding obligation agreement of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to except that the effect of any applicable enforcement hereof may be limited by (i) bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ rights generally and subject to the effect of (ii) general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law or in equitylaw). To . (c) The Board has duly and validly approved and taken all corporate action required to be taken by the knowledge of Parent, as Board for the consummation of the date hereofTransactions, no Singapore takeover statuteincluding the Offer, rule or regulation is applicable the Merger, the Top-Up Option, and the acquisition of Shares pursuant to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable including but not limited to the Merger or the other Transactions as of the Effective Time, assuming that all actions required to (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more render the provisions of Section 203 of the voting rights of Parent; DGCL regarding business combinations with “interested stockholders” inapplicable to such Transactions and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not render the provisions of Articles Eleventh and Fourteenth of the Company’s certificate of incorporation inapplicable to such Transactions. If the Offer is consummated and Purchaser acquires more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more but less than 190% of the voting rights outstanding Shares, the only stockholder vote required for approval of Parent, in each case as a result this Agreement and consummation of or pursuant to the Merger or is the other Transactionsaffirmative vote of the holders of a majority of the outstanding Shares.

Authority Relative to this Agreement. Subject to the approval Each of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption Acquiror and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Xxxxxx Sub has have all necessary corporate power and authority to execute and deliver this AgreementAgreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case, subject to obtainment of the Acquiror Shareholders Approval. The execution and delivery of this Agreement by Parent each of Acquiror and Merger Sub and the consummation by Parent each of Acquiror and Merger Sub of the Transactions have been been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent Acquiror or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than, than (a) with respect to the Share Issuance, the New Stock Option Plans Adoption Domestication and the Parent Board Appointmentsfiling and recordation of appropriate documents as required by the Companies Act, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to b) the Merger, (c) the Acquiror Shareholders Approval, (d) the approval and adoption of this Agreement by Acquiror, as the sole stockholder of Merger Sub, (e) the filing and recordation of appropriate merger documents as required by the DGCLDGCL and (f) with respect to the issuance of Acquiror Common Stock and adoption of the Acquiror Certificate of Incorporation, the approval of a majority of the then-outstanding shares of Acquiror Common Stock). This Agreement has been duly and validly executed and delivered by Parent Xxxxxxxx and Merger Xxxxxx Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and Acquiror or Merger Sub, enforceable against each of Parent and Acquiror or Merger Sub in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally Remedies Exceptions. The Acquiror Board has approved this Agreement and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person approvals are sufficient so that any restrictions on business combinations set forth in the Acquiror Charter, if any, shall not apply to the Merger, this Agreement, any Ancillary Agreement or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each Each of Parent and Merger Sub has all necessary the requisite corporate power and authority to execute and deliver enter into this Agreement, the Escrow Agreement and the Registration Rights Agreement (as defined in Section 6.2(d)) and to perform carry out its obligations hereunder and to consummate the Transactionshereunder. The execution and delivery of this Agreement, the Escrow Agreement and the Registration Rights Agreement and the consummation of the transactions contemplated hereby and thereby have been duly authorized by the respective Boards of Directors of Parent and Merger Sub and the consummation by Parent and sole shareholder of Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share IssuanceAgreement, the New Stock Option Plans Adoption Escrow Agreement and the Parent Board AppointmentsRegistration Rights Agreement and the transactions contemplated hereby and thereby. This Agreement, the approval of the Share Issuance, the New Stock Option Plans Adoption Escrow Agreement and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Registration Rights Agreement has have been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming due authorizationthis Agreement, execution the Escrow Agreement and delivery by the other parties hereto, constitutes a legal, Registration Rights Agreement constitute valid and binding obligation obligations of each Party hereto and thereto other than Parent and Merger Sub, this Agreement, the Escrow Agreement and the Registration Rights Agreement each constitutes a valid and binding agreement of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its their respective terms, except as the enforceability hereof or thereof may be subject to the effect of any applicable or limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium arrangement or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; creditors generally, judicial limitations upon the specific performance of certain types of obligations and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionspublic policy.

Authority Relative to this Agreement. (a) Subject only to the requisite approval and adoption of this Agreement and approval of the Share Issuanceprincipal terms of the Merger by the shareholders of the Company as described in Section 2.2(b) below, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub Company has all necessary full corporate power and authority to execute and deliver this AgreementAgreement and the other agreements of which forms are attached as exhibits hereto (the "Ancillary Agreements") to which the Company is a party, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The Company's board of directors has unanimously approved this Agreement and the Ancillary Agreements to which the Company is a party. Subject only to the requisite approval and adoption of this Agreement and approval of the principal terms of the Merger by the shareholders of the Company as described in Section 2.2(b) below, the execution and delivery by the Company of this Agreement by Parent and Merger Sub and the Ancillary Agreements to which the Company is a party, the consummation by Parent and Merger Sub the Company of the Transactions transactions contemplated hereby and thereby, and the performance by the Company of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action of the Company and no further action is required on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary Company to authorize this Agreement or the Ancillary Agreements to consummate which the Transactions (other than, with respect to Company is a party or the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval consummation of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby or thereby. This Agreement has and the Ancillary Agreements to which the Company is a party have been or will be, as applicable, duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties heretohereto and thereto, each constitutes or will upon such due execution and delivery constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub, the Company enforceable against each of Parent and Merger Sub the Company in accordance with its respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors’ ' rights generally and subject to the effect of by general principles of equity equity. (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as b) The vote required of the date hereof, no Singapore takeover statute, rule or regulation is applicable holders of Company Capital Stock (the "Company Shareholders") to duly approve the principal terms of this Agreement and the Merger and to satisfy all shareholder approval requirements under Florida Law and the Company's articles of incorporation and bylaws with respect to this Agreement and the transactions contemplated hereby (or otherwise required to effect the other Transactions. To the knowledge transactions contemplated hereby) is approval of Parentholders of a majority of Company Common Stock, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken voting together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionssingle class.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each (a) Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the TransactionsMerger and the other transactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLDelaware Law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any except that such enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, fraudulent conveyance, moratorium or other similar laws Laws affecting or relating to enforcement of creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether enforcement is considered in a proceeding at law or in equity). To the knowledge . (b) The Board of ParentDirectors of Parent on October 30, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that 2000 (i) no person acquires determined that this Agreement and the Merger are fair to, and in the best interests of, Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and its stockholders and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% approved and declared the advisability of this Agreement and the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsMerger.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Operative Agreements and, with respect to the Merger, upon the approval of this Agreement and the Merger by the Company’s shareholders in accordance with this Agreement and applicable Law, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement and the other Operative Agreements by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (Transactions, other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsMerger, the approval of the Share Issuance, the New Stock Option Plans Adoption this Agreement and the Parent Board Changes Merger by a majority of the votes cast Company’s shareholders in accordance with respect to the Share Issuance, the New Stock Option Plans Adoption applicable Law and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Certificate of Merger with the Delaware Secretary of State in accordance with this Agreement and applicable Law. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company, and, assuming the due authorization, execution and delivery of this Agreement by Parent and Merger Sub, and the other parties heretoCompany Principal Stockholder, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to except as the effect of any enforceability thereof may be limited by (i) applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generally generally, and subject (ii) the availability of injunctive relief and other equitable remedies. (b) At a meeting duly called and held in compliance with the DGCL and the bylaws of the Company, or otherwise through unanimous written consent if permitted pursuant thereto, the board of directors of the Company has duly taken action (i) approving the Merger, based on a determination that the Merger is fair to the effect holders of general principles Company Common Stock and Series A Convertible Preferred Stock and in the best interests of equity such Company Stockholders, and (regardless ii) approving this Agreement and the Transactions and recommending approval of whether considered in a proceeding at law or in equity)this Agreement and the Transactions by the shareholders of the Company. To the knowledge of Parent, as As of the date hereof, no Singapore takeover statutesuch action has not been rescinded and is in full force and effect. (c) In accordance with the Company’s certificate of incorporation, rule or regulation is applicable to bylaws, and the Merger or DGCL, the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as affirmative vote of the Effective Time, assuming that combined holders of at least fifty percent (i50%) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the then-outstanding shares of Company Common Stock and Series A Convertible Preferred Stock (voting rights of Parent; and (iion an as-converted-to-Company-Common-Stock basis) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% is the only vote of the voting rights holders of Parentany class or series of capital stock of the Company necessary to approve the Merger, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parentvote, in each case as accordance with the Company’s certificate of incorporation, bylaws, and the DGCL, may be duly obtained by written consent in lieu of a result of or pursuant to the Merger or the other Transactionsmeeting.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub SPAC has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is or will be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions. The execution and delivery of this Agreement and the other Transaction Documents to which SPAC is or will be a party by Parent and Merger Sub SPAC, and the consummation by Parent and Merger Sub SPAC of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent or Merger Sub SPAC are necessary to authorize this Agreement and the other Transaction Documents to which it is or will be a party, or to consummate the Transactions (other than, than with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsSPAC Merger, the approval and adoption of this Agreement by the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by holders of a majority of the votes cast with respect to the Share Issuance, the New outstanding shares of SPAC Common Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of record date for the votes cast with respect to the Parent Name Change at the Parent ShareholdersSPAC Stockholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Each of this Agreement and the other Transaction Documents to which SPAC is or will be a party has been, or will be, has been duly and validly executed and delivered by Parent and Merger Sub SPAC and, assuming due authorization, execution and delivery by the other parties heretoCompany, Holdco and the Merger Subs, constitutes a legal, valid and binding obligation of each of Parent and Merger SubSPAC, enforceable against each of Parent and Merger Sub SPAC in accordance with its terms, terms subject to the effect Remedies Exceptions. The SPAC Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject the DGCL shall not apply to the effect SPAC Merger, this Agreement, the Sponsor Support Agreement, any Ancillary Agreement or any of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parentthe SPAC, no Singapore other state takeover statute, rule or regulation will be statute is applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the SPAC Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, than the adoption of this Agreement by the Company's shareholders in accordance with respect to the Share Issuance, the New Stock Option Plans Adoption DGCL and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption Company Charter Documents and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption filings and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation recording of appropriate merger documents as required by the DGCL). (b) Assuming the accuracy of the representations and warranties in Section 3.14, the provisions of Section 203 of the DGCL and Article SIXTH of the Company's Certificate of Incorporation will not apply to the Merger. (c) As of the date hereof, the Board of Directors of the Company has unanimously (i) determined that it is advisable and in the best interest of the Company's shareholders for the Company to enter into this Agreement and to consummate the Merger upon the terms and subject to the conditions of this Agreement, (ii) adopted this Agreement in accordance with the applicable provisions of the DGCL and (iii) recommended the adoption of this Agreement by holders of the Company Common Stock and directed that this Agreement be submitted for consideration by the Company's stockholders at the meeting of the stockholders of the Company to consider the Merger Agreement (the "Company Stockholders Meeting"). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by Guarantor, Parent and Merger Sub of this Agreement and/or the other parties heretoGuarantee hereof, as applicable, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the "Transactions"). The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share IssuanceMerger, the New Stock Option Plans Adoption and adoption of this Agreement by the Parent Board Appointments, the approval holders of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to then-outstanding shares of Company Common Stock (the Share Issuance, the New Stock Option Plans Adoption "Requisite Stockholder Vote") and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of general by principles of equity regarding the availability of remedies. (regardless of whether considered b) The Board, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in a proceeding at law or any way (the "Company Board Approval"), has duly (i) determined that this Agreement and the Merger are advisable and fair to and in equity). To the knowledge of Parent, as best interests of the date hereofCompany and its stockholders, no Singapore takeover statute(ii) approved this Agreement and the Merger and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement and the Transactions be submitted for consideration by the Company's stockholders in accordance with this Agreement. (c) No "fair price," moratorium," "control share acquisition" or other similar antitakeover Law (each, rule or regulation a "Takeover Law") is applicable to the Merger or Transactions and the other Transactions. To Company has taken all action to exempt the knowledge of ParentTransactions from the Takeover Laws, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as including Section 203 of the Effective TimeDGCL, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (and has taken together all action required to make this Agreement and the Transactions comply with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more any requirements of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% organizational documents of the voting rights Company and its Subsidiaries concerning "business combinations", "fair pricing", "voting", "constituency requirements" or other similar provisions. The approval of Parent, and such person the Transactions by the Requisite Stockholder Vote is the only vote of the holders of any class or series of Equity Interests of the Company or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of Subsidiaries necessary to adopt this Agreement or pursuant to approve the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all -------------------------------------------------- necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery transactions contemplated hereby (other than, with respect to the Merger, the adoption of this Agreement by Parent the holders of a majority of the Shares if and Merger Sub to the extent required by applicable law, and the filing of appropriate merger documents as required by the DGCL and the VSCA). The execution, delivery and performance of this Agreement by the Company and the consummation by Parent and Merger Sub the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Share IssuanceMerger, the New Stock Option Plans Adoption and adoption of this Agreement by the Parent Board Appointments, the approval holders of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect Shares if and to the Share Issuanceextent required by applicable law, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLDGCL and the VSCA). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery hereof by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, the Company enforceable against each of Parent and Merger Sub the Company in accordance with its terms. The Board of Directors of the Company has approved this Agreement and the transactions contemplated hereby (including but not limited to the Offer and the Merger and the Stock Option Agreement, and the transactions contemplated by each such agreement) so as to render inapplicable hereto and thereto the limitation on business combinations contained in Section 203 of the DGCL (or any similar provision). As a result of the foregoing actions subject to the effect applicability of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as Section 253 of the date hereofDGCL, no Singapore takeover statute, rule or regulation is applicable the only vote required to authorize the Merger or is the other Transactions. To the knowledge affirmative vote of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as a majority of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsoutstanding Shares.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder hereunder, and to consummate the Merger and the other transactions contemplated by this Agreement (collectively, the "Transactions"). The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share IssuanceMerger, the New Stock Option Plans Adoption and adoption of this Agreement by the Parent Board Appointments, the approval holders of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to then-outstanding shares of Company Common Stock (the Share Issuance, the New Stock Option Plans Adoption "Requisite Stockholder Vote") and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of general by principles of equity regarding the availability of remedies. (regardless of whether considered b) The Board, by resolutions duly adopted by unanimous vote at a meeting duly called and held and not subsequently rescinded or modified in a proceeding at law or any way (the "Company Board Approval"), has duly (i) determined that this Agreement and the Merger are advisable and fair to and in equity). To the knowledge of Parent, as best interests of the date hereofCompany and its stockholders, no Singapore takeover statute(ii) approved this Agreement and the Merger and (iii) recommended that the stockholders of the Company adopt this Agreement and directed that this Agreement and the Transactions be submitted for consideration by the Company's stockholders in accordance with this Agreement. The Company has terminated the Original Merger Agreement and, rule following payment of the "Termination Fee" (as defined thereunder) of $3,000,000 contemplated thereby, neither the Company nor any Subsidiary has any liability, debts or regulation other obligations to any person in connection therewith or the transactions contemplated thereby. (c) No "fair price," moratorium," "control share acquisition" or other similar antitakeover Law (each, a "Takeover Law") is applicable to the Merger or Transactions and the other Transactions. To Company has taken all action to exempt the knowledge of ParentTransactions from the Takeover Laws, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as including Section 203 of the Effective TimeDGCL, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (and has taken together all action required to make this Agreement and the Transactions comply with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more any requirements of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% organizational documents of the voting rights Company and its Subsidiaries concerning "business combinations", "fair pricing", "voting", "constituency requirements" or other similar provisions. The approval of Parent, and such person the Transactions by the Requisite Stockholder Vote is the only vote of the holders of any class or series of Equity Interests of the Company or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of Subsidiaries necessary to adopt this Agreement or pursuant to approve the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each Each of Parent and Merger Sub has all necessary requisite corporate power and authority to to: (i) execute and deliver this Agreement; and (ii) assuming the approval of the Parent Charter Amendment and the issuance of shares of Parent Common Stock pursuant to this Agreement by the holders of a majority of the outstanding shares of Parent Common Stock present and entitled to vote thereon at the Parent Special Meeting (or at any adjournment or postponement thereof) (the “Parent Stockholder Approval”) and the adoption of this Agreement and the approval of the transactions contemplated hereby, to perform its obligations hereunder and including the Merger, by Parent as the sole stockholder of Merger Sub, to consummate the Transactionstransactions contemplated hereby, including the Merger. The execution and delivery of this Agreement by Parent and Merger Sub Agreement, and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part boards of directors of Parent and Merger Sub, Sub and no other corporate proceedings on the part of Parent or Merger Sub (other than obtaining the Parent Stockholder Approval and the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by Parent as the sole stockholder of Merger Sub, and filing the Certificate of Merger with the Delaware Secretary) are necessary to authorize this Agreement or to consummate the Transactions (other thantransactions contemplated hereby, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to including the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting creditors’ rights generally and subject to the effect of generally, by general equitable principles or by principles of equity (good faith and fair dealing, regardless of whether considered enforcement is sought in a proceeding equity or at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionslaw.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) Acquiror has all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby to be consummated by Acquiror. The execution and delivery of this Agreement by Parent and Merger Sub Acquiror and the consummation by Parent and Merger Sub of the Transactions transactions contemplated on its part hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent Acquiror are necessary to authorize the execution and delivery of this Agreement by Acquiror or the consummation of the transactions contemplated on its part hereby. This Agreement has been duly executed and delivered by Acquiror and, assuming the due authorization, execution and delivery thereof by the Company, constitutes the legal, valid and binding obligation of Acquiror, enforceable against Acquiror in accordance with its terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equity principles. (b) Merger Sub has the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the transactions contemplated hereby to be consummated by it. The execution and delivery of this Agreement by Merger Sub and the consummation by Merger Sub of the transactions contemplated hereby have been duly authorized by all necessary corporate action and no other corporate proceedings on the part of Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the effect of any extent that such enforceability may be limited by applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or similar other laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsprinciples.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to receiving the Company Stockholder Requisite Approval, to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the Company Stockholder Requisite Approval, which the Written Consent shall satisfy, and (b) the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties heretoSPAC and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and subject the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the effect Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or any of general principles of equity (regardless of whether considered in a proceeding at law or in equity)the other Transactions. To the knowledge of Parent, as of the date hereofCompany, no Singapore other state takeover statute, rule or regulation statute is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject Palatin and Merger Subsidiary have the corporate power to the enter into this Agreement and, subject to approval of this Agreement by the Share Issuanceholders of Palatin Common Stock and Series A Convertible Preferred Stock and by the holder of all of Merger Subsidiary's issued and outstanding common stock (the "Sole Shareholder"), to consummate the Parent Name Change, the New Stock Option Plans Adoption Merger and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionshereunder. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent Palatin's and Merger SubSubsidiary's Board of Directors. This Agreement constitutes a valid and legally binding obligation of Palatin and Merger Subsidiary enforceable in accordance with its terms except as enforcement may be limited by bankruptcy, insolvency or other similar laws affecting the enforcement of creditors' rights generally and except that the availability of equitable remedies, including specific performance, is subject to the discretion of the court before which any proceeding therefor may be brought. Except for the approval of the holders of Palatin Common Stock and the holders of the Palatin Series A Convertible Preferred Stock, each described in Section 3.7(b), and the approval of the Sole Shareholder, no other corporate proceedings on the part of Parent or Palatin and Merger Sub Subsidiary are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval transactions contemplated hereby. Except as set forth in Section 5.4 of the Share IssuancePalatin Disclosure Schedule or the Palatin SEC Reports, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent Palatin and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, Subsidiary are not subject to the effect of or obligated under (i) any applicable bankruptcycharter, insolvency bylaw, indenture or other loan document provision or (includingii) any other contract, without limitationlicense, all laws relating to fraudulent transfers)franchise, reorganizationpermit, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parentorder, as of the date hereofdecree, no Singapore takeover concession, lease, instrument, judgment, statute, law, ordinance, rule or regulation is applicable to Palatin or any of its subsidiaries or their respective properties or assets which would be breached or violated, or under which there would be a default (with or without notice or lapse of time, or both), or under which there would arise a right of termination, cancellation or acceleration of any obligation or the loss of a material benefit, by its executing and carrying out this Agreement, other than, in the case of clause (ii) only, (A) any breaches, violations, defaults, terminations, cancellations, accelerations or losses which, either singly or in the aggregate, will not have a Palatin Material Adverse Effect or prevent the consummation of the transactions contemplated hereby and (B) the laws and regulations referred to in the next sentence. Except as disclosed in Section 5.4 of Palatin Disclosure Schedule or, in connection, or in compliance, with the provisions of the Securities Act, the Exchange Act, and the corporation, securities or blue sky laws or regulations of the various states, no filing or registration with, or authorization, consent or approval of, any public body or authority is necessary for the consummation by Palatin and Merger Subsidiary of the Merger or the other Transactions. To transactions contemplated hereby, other than filings, registrations, authorizations, consents or approvals the knowledge failure of Parent, no Singapore takeover statute, rule which to make or regulation will be applicable to obtain would not have a Palatin Material Adverse Effect or prevent the Merger or the other Transactions as consummation of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary requisite corporate power and authority to to: (i) execute and deliver this Agreement; and (ii) assuming the adoption of this Agreement and the approval of the transactions contemplated hereby, including the Merger, by the holders of 70% of the outstanding shares of Company Preferred Stock, voting as a single class, and the holders of a majority of the voting power represented by the outstanding shares of Company Stock entitled to perform its obligations hereunder and to vote thereon in accordance with Applicable Law, the Company’s certificate of incorporation or any Contract by which the Company is bound (the “Company Stockholder Approval”), consummate the Transactionstransactions contemplated hereby, including the Merger. The holders of Company Series D-2 Preferred Stock who also hold Company Notes are entitled to the number of votes per share of Company Series D-2 Preferred Stock so held as set forth in Section 4(a) of Article Fifth of the Company’s certificate of incorporation. The holders of all other Company Stock are entitled to one vote per share of Company Stock so held. The execution and delivery of this Agreement by Parent and Merger Sub Agreement, and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby, including the Merger, have been duly and validly authorized by all necessary corporate action on the part board of Parent and Merger Sub, directors of the Company and no other corporate proceedings on the part of Parent or the Company (other than obtaining the Company Stockholder Approval and filing the Certificate of Merger Sub with the Delaware Secretary) are necessary to authorize this Agreement or to consummate the Transactions (other thantransactions contemplated hereby, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to including the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, constitutes a valid and binding agreement of the Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject except to the effect of any extent that its enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar other laws affecting creditors’ rights generally and subject to the effect of generally, by general equitable principles or by principles of equity (good faith and fair dealing, regardless of whether considered enforcement is sought in a proceeding equity or at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionslaw.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and the Stock Option Agreement and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no No other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Stock Option Agreement or to consummate the Transactions transactions contemplated hereby and thereby (other than, with respect to the Share IssuanceExchange and this Agreement, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting Company Requisite Vote (as defined belowhereinafter defined), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has and the Stock Option Agreement have been duly and validly executed and delivered by Parent the Company and Merger Sub andconstitute valid, assuming due authorizationlegal and binding agreements of the Company, enforceable against the Company in accordance with their respective terms, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability related to or affecting creditors' rights or by general equity principles. (b) The Board of Directors of the Company (the "COMPANY BOARD") has duly and validly authorized the execution and delivery of this Agreement and the Stock Option Agreement and approved the consummation of the transactions contemplated hereby and thereby, and taken all corporate actions required to be taken by the other parties heretoCompany Board for the consummation of such transactions, constitutes a legalincluding the Share Exchange, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that has resolved (i) no person acquires Parent Ordinary Shares or Parent ADSs (to deem this Agreement and the transactions contemplated hereby, including the Share Exchange, taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting together, advisable to and in concert with him) that carry 30% or more the best interest of the voting rights of ParentCompany and its shareholders; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% to recommend that the shareholders of the voting rights of Parent, Company approve and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% adopt this Agreement. Pursuant to Section 143-a of the NYBL, the Company Board has directed that this Agreement be submitted to the shareholders of the Company for their approval. The affirmative approval of the holders of at least two-thirds (2/3) of the outstanding Shares (voting rights of Parent, in each case as a result single class) as of the record date for the Company Shareholder Meeting (as hereinafter defined) (the "COMPANY REQUISITE VOTE") is the only vote of the holders of any class or pursuant series of capital stock of the Company necessary to adopt this Agreement and approve the Merger or transactions contemplated hereby, including the other TransactionsShare Exchange.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub Seller has all necessary corporate limited liability company or similar power and authority to execute execute, deliver and deliver perform this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions. The execution and delivery of transactions contemplated by this Agreement by Parent and Merger Sub and in accordance with the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)terms hereof. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub Seller, and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoPurchaser, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger SubSeller, enforceable against each of Parent and Merger Sub Seller in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws Laws relating to fraudulent transfers)bankruptcy, reorganization, moratorium insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar laws Laws relating to or affecting creditors’ rights generally and subject subject, as to enforceability, to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equitythe “Enforceability Exceptions”). To Seller or its applicable Affiliate has all necessary limited liability company or similar power and authority to execute, deliver and perform the knowledge of ParentAncillary Agreements in accordance with the terms thereof. At the Closing, as the Ancillary Agreements executed and delivered by Seller or its applicable Affiliate shall be duly and validly executed and delivered by Seller or its applicable Affiliate, and, assuming the due authorization, execution and delivery of the date hereofAncillary Agreements by Purchaser or its applicable Affiliates, no Singapore takeover statuteshall constitute valid, rule legal and binding agreements of Seller or regulation is its applicable Affiliate, enforceable against Seller or its applicable Affiliate in accordance with the terms thereof, subject to the Merger Enforceability Exceptions. No vote or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as approval of the Effective Timeequity holders of Seller Parent is required in connection with the execution, assuming that (i) no person acquires Parent Ordinary Shares delivery or Parent ADSs (taken together performance of this Agreement and the Ancillary Agreements or to consummate the transactions contemplated by this Agreement and the Ancillary Agreements in accordance with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; terms hereof and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsthereof.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent (a) Purchaser and Merger Sub has have all necessary corporate power and authority to execute and deliver this AgreementAgreement and subject to the receipt of the Purchaser Stockholder Approval, to perform its their respective obligations hereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution execution, delivery and delivery performance by Purchaser and Merger Sub of this Agreement by Parent and Merger Sub and the consummation by Parent Purchaser and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent Purchaser and Merger Sub, and no other corporate proceedings on the part of Parent Purchaser or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (transactions so contemplated, other than, with respect to than the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Purchaser Stockholder Approval. This Agreement has been duly and validly executed and delivered by Parent Purchaser and Merger Sub and, assuming the due authorization, execution and delivery by the other parties heretoTarget, constitutes a legalvalid, valid legal and binding obligation of each of Parent Purchaser and Merger Sub, enforceable against each of Parent Purchaser and Merger Sub in accordance with its terms, except that such enforcement (i) may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) is subject to the effect of general principles of equity (regardless of equity, whether considered in a proceeding at law or in equity). To the knowledge . (b) At a meeting duly called and held, Purchaser’s board of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that directors has unanimously: (i) no person acquires Parent Ordinary Shares or Parent ADSs determined that this Agreement and the transactions contemplated hereby (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting including the Purchaser Share Issuance and the Merger) are advisable and fair to and in concert with him) that carry 30% or more the best interests of Purchaser and the holders of the voting rights shares of ParentPurchaser Common Stock; (ii) authorized and approved this Agreement and the transactions contemplated hereby (including the Purchaser Share Issuance and the Merger); and (iiiii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% resolved to recommend the approval and adoption of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of Purchaser Share Issuance by its stockholders at the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsPurchaser Stockholder Meeting.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each Each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby (including the Merger), and Parent has all necessary corporate power and authority to execute and deliver the Company Voting Agreements and to perform its obligations thereunder and to consummate the transactions contemplated thereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other thanincluding the Merger), with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, except that the approval of the Share Issuance, stockholders of Parent may be required by Nasdaq. The execution and delivery of the New Stock Option Plans Adoption Company Voting Agreements by Parent and the consummation by Parent Board Changes by a majority of the votes cast with respect to transactions contemplated thereby have been duly and validly authorized by all necessary corporate action on the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval part of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ MeetingParent, and with respect no other corporate proceedings on the part of Parent are necessary to authorize the MergerCompany Voting Agreements, or to consummate the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated thereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties heretoCompany, constitutes a legal, valid the legal and binding obligation of each obligations of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ ' rights generally and subject to by general equitable principles. The Company Voting Agreements have been duly and validly executed and delivered by Parent and, assuming the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To due authorization, execution and delivery thereof by Company, constitute the knowledge legal and binding obligations of Parent, enforceable against Parent in accordance with their terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired creditors' rights generally and by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsgeneral equitable principles.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to, in the case of the consummation of the Merger, obtaining the Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, obtaining the Stockholder Approval and the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency bankruptcy (including, without limitation, including all laws relating Laws related to fraudulent transferstransfer), reorganizationinsolvency, moratorium reorganization or similar laws Law affecting creditors’ rights generally and subject by general equitable principles (the “Enforceability Exceptions”). The Company Board has approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the effect execution, delivery or performance of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To this Agreement and the knowledge of Parent, as consummation of the date hereofTransactions. No “fair price,” “moratorium,” “control shares acquisition,” “business combination” or other similar anti-takeover Law (including Section 203 of the DGCL) enacted under any federal, no Singapore takeover statutestate, rule local or regulation foreign Laws applicable to the Company is applicable to the Merger this Agreement or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and (a) Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (including on the part of the stockholder of Merger Sub) are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, than the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery by the other parties heretoCompany and Company Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting relating to creditors’ ' rights generally and subject to the effect of general principles of equity equity. (regardless b) The Board of whether considered Directors of Merger Sub has approved and adopted this Agreement and the Transactions in a proceeding at law or in equity)accordance with the DGCL and Merger Sub's Certificate of Incorporation and Bylaws. To the knowledge of Parent, as No approval of the date hereofstockholders of Merger Sub is required to approve this Agreement, no Singapore takeover statute, rule or regulation is applicable to the Acquisition Merger or and the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the DGCL and Merger or the other TransactionsSub's Certificate of Incorporation and Bylaws.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuancePubCo, the Parent Name Change, the New Stock Option Plans Adoption First Merger Sub and the Parent Board Appointments by Parent’s shareholders, each of Parent and Second Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and PubCo, First Merger Sub or Second Merger Sub and the consummation by Parent and PubCo, First Merger Sub or Second Merger Sub of the Transactions have have, in each case, been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent PubCo, First Merger Sub or Second Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other thanthan approval by PubCo, with respect to as (i) the Share Issuancesole shareholder of First Merger Sub, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval either at a duly convened meeting of the Share Issuancesole shareholder of First Merger Sub or by written consent and (ii) as the sole shareholder of Second Merger Sub, the New Stock Option Plans Adoption and the Parent Board Changes by either at a majority duly convened meeting of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval sole shareholder of the Parent Name Change Second Merger Sub or by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meetingwritten consent, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLCayman Companies Act). This Agreement has been duly and validly executed and delivered by Parent PubCo, First Merger Sub and Second Merger Sub and, assuming the due authorization, execution and delivery by HCIC, the other parties hereto, Company and Plus Holdings constitutes a legal, valid and binding obligation of each of Parent PubCo, First Merger Sub and Second Merger Sub, enforceable against each of Parent PubCo, First Merger Sub and Second Merger Sub in accordance with its terms, subject to except as limited by the effect Remedies Exceptions. The Boards of any applicable bankruptcyDirectors of PubCo, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally First Merger Sub and subject to Second Merger Sub have approved this Agreement and the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of ParentPubCo, First Merger Sub and Second Merger Sub, no Singapore other state takeover statute, rule or regulation will be Law is applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger Mergers or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent GigCapital5 and Merger Sub has have all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent each of GigCapital5 and Merger Sub and the consummation by Parent each of GigCapital5 and Merger Sub of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent GigCapital5 or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting than (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of GigCapital5 Common Stock and by the holders of a majority of the then-outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of GigCapital5 Common Stock and the amendment and restatement of the GigCapital5 Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of GigCapital5 Common Stock). This Agreement has been duly and validly executed and delivered by Parent GigCapital5 and Merger Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent GigCapital5 and Merger Sub, enforceable against each of Parent GigCapital5 and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) Seller has all necessary corporate power and authority necessary to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part board of Parent and Merger Sub, directors of Seller and no other corporate proceedings on the part of Parent or Merger Sub Seller are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Seller, and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation agreement of each of Parent and Merger SubSeller, enforceable against each of Parent and Merger Sub Seller in accordance with its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency (includinginsolvency, without limitationmoratorium, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and subject to the effect of or general principles of equity equity. (regardless b) Limited Partner has all limited liability company power and authority necessary to execute and deliver this Agreement to consummate the transactions contemplated hereby. The execution and delivery of whether considered in a proceeding at law or in equity). To this Agreement and the knowledge of Parent, as consummation of the date hereoftransactions contemplated hereby have been duly and validly authorized by the governing body of Limited Partner and no other limited liability company proceedings on the part of Limited Partner or its members are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Limited Partner, no Singapore takeover statuteand constitutes a valid and binding agreement of Limited Partner, rule enforceable against Limited Partner in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or regulation other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. (c) When formed, each of the Companies will have all limited partnership power and authority necessary to execute and deliver the instruments and agreements attached hereto which such Company is applicable a party and to consummate the Merger or transactions contemplated thereby. At the other Transactions. To Closing, the knowledge execution and delivery of Parent, no Singapore takeover statute, rule or regulation such instruments and agreements and the consummation of the transactions contemplated thereby will be applicable duly and validly authorized by the partners of each Company and no other limited partnership proceedings on the part of either Company or its partners will be necessary to authorize such instruments and agreements or to consummate the Merger or transactions contemplated thereby. At the other Transactions as of the Effective TimeClosing, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired such instruments and agreements will have been duly and validly executed and delivered by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parentsuch Company, and will constitute a valid and binding agreement of each Company, enforceable against such person Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or any person acting in concert with him, acquires in any period other similar laws affecting or relating to enforcement of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% creditors’ rights generally or general principles of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequity.

Authority Relative to this Agreement. Subject to the approval Each of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent AIMCO and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions, subject to the approval of the issuance of shares of AIMCO Common Stock pursuant to the Merger (the "AIMCO STOCK ISSUANCE") by a majority of votes cast by the holders of AIMCO Common Stock (the "AIMCO STOCKHOLDER APPROVAL"). The execution and delivery of this Agreement by Parent AIMCO and Merger Sub, the performance by AIMCO and Merger Sub of their respective obligations hereunder and the consummation by Parent AIMCO and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent AIMCO or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to than the Share Issuance, the New Stock Option Plans Adoption AIMCO Stockholder Approval and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLMerger Filing). This Agreement has been duly and validly executed and delivered by Parent AIMCO and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties heretoNHP, constitutes a the legal, valid and binding obligation of each of Parent AIMCO and Merger Sub, enforceable against each of Parent AIMCO and Merger Sub in accordance with its terms, subject to the effect of any applicable except as enforcement may be limited by bankruptcy, insolvency (includinginsolvency, without limitationreorganization, all moratorium, fraudulent transfer or other similar laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ ' rights generally and subject by equitable principles to which the effect remedies of general principles specific performance and injunctive and similar forms of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsrelief are subject.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement and the other Operative Agreements and, with respect to this Agreement, upon the approval of this Agreement by the Seller in accordance with this Agreement and applicable Law, to perform its obligations hereunder and to consummate the Transactionstransactions. The execution and delivery of this Agreement and the other Operative Agreements by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are the Company is necessary to authorize this Agreement or to consummate the Transactions (transactions, other than, with respect to the Share Issuance, sale of the New Stock Option Plans Adoption and shares of the Parent Board AppointmentsCompany, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required this Agreement by the DGCL)Company’s two shareholders in accordance with applicable Law. This Agreement has been duly and validly executed and delivered by Parent the Seller, and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Seller, enforceable against each of Parent and Merger Sub the Seller in accordance with its terms, subject to except as the effect of any enforceability thereof may be limited by (i) applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws Laws affecting or relating to creditors’ rights generally generally, and subject (ii) the availability of injunctive relief and other equitable remedies. (b) At a meeting duly called and held in compliance with the Washington Business Corporation Act (“WBCA”) and the bylaws of the Company, or otherwise through written consent if permitted pursuant thereto, the board of directors of the Company has duly taken action (i) approving the Agreement, based on a determination that the Agreement is fair to the effect holders of general principles the Company’s common stock and is in the best interests of equity such stockholders, and (regardless ii) approving this Agreement and the transactions and recommending approval of whether considered in a proceeding at law or in equity)this Agreement and the transactions by the shareholders of the Company. To the knowledge of Parent, as As of the date hereof, no Singapore takeover statutesuch action has not been rescinded and is in full force and effect. (c) In accordance with the Company’s articles of incorporation, rule or regulation is applicable to bylaws, and WBCA, the Merger or the other Transactions. To the knowledge affirmative vote of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as a majority of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more then-outstanding shares of Company’s common stock is the only vote of the voting rights holders of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% any class or series of capital stock of the voting rights of ParentCompany necessary to approve the Agreement, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parentvote, in each case as accordance with the Company’s articles of incorporation, bylaws, and the WBCA, may be duly obtained by the written consents in lieu of a result of or pursuant to the Merger or the other Transactionsmeeting.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuancePurchaser and the Guarantor has the requisite corporate power, authority and capacity to enter into this Agreement and any other agreements and documents contemplated hereunder and (subject to obtaining the Interim Order, the Parent Name Change, the New Stock Option Plans Adoption Final Order and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary corporate power and authority to execute and deliver this Agreement, Required Approval) to perform its obligations hereunder and thereunder and to consummate complete the Transactionstransactions contemplated hereunder and thereunder. The execution and delivery of this Agreement by Parent and Merger Sub any other agreements and documents contemplated hereunder and the consummation performance by Parent and Merger Sub each of the Transactions Purchaser and the Guarantor of its obligations hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Parent each of the Purchaser and Merger Sub, the Guarantor and no other corporate proceedings on the part of Parent or Merger Sub the Purchaser and the Guarantor are necessary to authorize the execution and delivery by it of this Agreement or and any other agreements and documents contemplated hereunder or, subject to consummate obtaining the Transactions (other than, with respect to the Share IssuanceRequired Approval, the New Stock Option Plans Adoption Interim Order and the Parent Board AppointmentsFinal Order, the approval completion by the Purchaser and the Guarantor of the Share Issuance, the New Stock Option Plans Adoption transactions contemplated hereby and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement has been duly and validly executed and delivered by Parent the Purchaser and Merger Sub and, assuming due authorization, execution the Guarantor and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent the Purchaser and Merger Sub, the Guarantor enforceable against each of Parent the Purchaser and Merger Sub the Guarantor in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, fraudulent transfer, moratorium and other Laws relating to or similar laws affecting the availability of equitable remedies and the enforcement of creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable and public policy and to the Merger or qualification that equitable remedies such as specific performance and injunction may be granted only in the other Transactions. To the knowledge discretion of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as a court of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionscompetent jurisdiction.

Authority Relative to this Agreement. Subject only to the approval of the Share IssuanceCompany's stockholders as described below, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each instrument required hereby to be executed and delivered by it at the Closing and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution and delivery by the Company of this Agreement and each instrument required hereby to be executed and delivered at the Closing by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, and no other corporate proceedings on the part of Parent or Merger Sub are necessary subject only to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption this Agreement and the Parent Board Changes Merger by the Company's stockholders by the affirmative vote of the holders of a majority of the votes cast with respect to the Share Issuance, the New outstanding shares of Company Common Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)GCL and the Company Charter. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement by the other parties heretoParent and Merger Sub, constitutes a the legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable except as such enforceability may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws affecting now or hereafter in effect relating to creditors’ ' rights generally and by general equitable principles (regardless of whether enforceability is considered in a proceeding in equity or at law). As of the date of this Agreement, the Board of Directors of the Company has unanimously determined that it is fair to, advisable and in the best interests of the Company's stockholders for the Company to enter into a business combination with Parent upon the terms and subject to the effect conditions of general principles this Agreement, and has unanimously recommended as of equity (regardless the date of whether considered in a proceeding at law this Agreement that the Company's stockholders approve and adopt this Agreement and the Merger, and none of the aforesaid actions by the Company's Board of Directors has been amended, rescinded or in equity). To the knowledge of Parent, modified as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to . The action taken by the Company's Board of Directors constitutes approval of the Merger and the other transactions contemplated hereby by the Company's Board of Directors under the provisions of Section 203 of the GCL such that Section 203 of the GCL does not apply to this Agreement or the other Transactionstransactions contemplated hereby. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as The affirmative vote of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more holders of a majority of the voting rights outstanding shares of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% Company Common Stock is the only vote of the voting rights holders of Parent, and such person any class or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% series of the voting rights Company's capital stock necessary to approve and adopt this Agreement and no other vote of Parent, in each case as a result any holders of or pursuant shares of the Company's capital stock is necessary to approve any of the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and corporate authority to execute and deliver this Agreement, to perform its obligations hereunder and and, subject to obtaining the Requisite Shareholder Approval, to consummate the TransactionsMerger. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions Merger have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, and no other corporate proceedings on the part of Parent the Company or Merger Sub its holders of Shares are necessary to authorize this Agreement or to consummate the Transactions Merger (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, (i) obtaining the Requisite Shareholder Approval and (ii) filing and recordation of recording appropriate merger documents as required by the DGCLMGBCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Purchaser, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, including all laws Laws relating to fraudulent transfers), reorganization, moratorium or similar laws Laws affecting creditors’ ' rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equitycollectively, the "Enforceability Exceptions"). To The Company Board has unanimously approved this Agreement and no restrictions on business combinations set forth in the knowledge MGBCL shall apply to the Merger. (b) The Company Board, at a meeting duly called and held, duly and unanimously adopted resolutions (i) approving this Agreement and the Merger contemplated by this Agreement and directing the submission of Parent, as this Agreement to a vote at a meeting of shareholders of the date Company, (ii) determining that the terms of the Merger are fair to and in the best interests of the Company and its shareholders and (iii) subject to the terms of this Agreement, recommending that the Company's shareholders approve this Agreement. Such resolutions are the only resolutions necessary in order for the Merger to comply with Article Ten and Article Twelve of the Company's Articles of Incorporation. In addition, based upon the representations made in Section 5.07 hereof, no Singapore the Company Board has taken all action necessary to render (A) Section 351.407 of the MGBCL and (B) Section 351.459 of the MGBCL inapplicable to this Agreement, the Merger, and to Parent and Purchaser to the extent of this Agreement, or the Merger. No other state takeover statute, rule statute or regulation is applicable to Company with respect to this Agreement or the Merger. (c) The only vote of holders of any class or series of capital stock of the Company necessary to approve this Agreement and the Merger or is the other Transactions. To approval of this Agreement by the knowledge holders of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% two-thirds or more of the voting rights of Parent; and outstanding Shares (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions"Requisite Shareholder Approval").

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subor stockholder action, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated by this Agreement (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLApplicable Corporate Law). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties heretoSFC Equityholders, Parent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject only to the effect of any applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium or and similar laws of general applicability relating to or affecting creditors’ rights generally and subject to the effect of general principles of equity equity. (regardless b) The Company Board, by resolutions duly adopted by unanimous vote of whether considered those directors voting at a meeting duly called and held and not subsequently rescinded or modified in a proceeding at law any way, or in equity). To the knowledge of Parentthrough an action by written consent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that has duly (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting determined that this Agreement and the Merger are fair to and in concert with him) that carry 30% or more the best interests of the voting rights of Parent; Company and its stockholders, (ii) no person whoapproved this Agreement and the Merger and declared their advisability, together with parties acting in concert with him, holds not less than 30% but not more than 50% and (iii) recommended that the stockholders of the voting rights of Parent, Company approve and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% adopt this Agreement and approve the Merger. The stockholders of the voting rights of Parent, in each case as a result of or pursuant to Company have approved the Merger or and the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to TransGlobe has the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary requisite corporate power and authority to execute enter into this Agreement and deliver this Agreementthe agreements and other documents to be entered into by it hereunder and, subject to obtaining the Interim Order, the Final Order and the TransGlobe Shareholder Approval, to perform its obligations hereunder and to consummate the Transactionsthereunder. The execution and delivery and performance of this Agreement Agreement, the Arrangement and the agreements and other documents to be entered into by Parent and Merger Sub TransGlobe hereunder and the consummation by Parent and Merger Sub TransGlobe of the Transactions transactions contemplated hereunder and thereunder have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, TransGlobe Board and no other corporate proceedings on the part of Parent or Merger Sub TransGlobe are necessary to authorize this Agreement and the agreements and other documents to be entered into by it hereunder or to consummate the Transactions (consummation of the Arrangement, other than, with respect to than obtaining the Share IssuanceInterim Order, the New Stock Option Plans Adoption and the Parent Board AppointmentsFinal Order, the approval of the Share Issuance, TransGlobe Circular by the New Stock Option Plans Adoption TransGlobe Board and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)TransGlobe Shareholder Approval. This Agreement has been duly and validly executed and delivered by Parent TransGlobe and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger SubTransGlobe, enforceable by VAALCO and AcquireCo against each of Parent and Merger Sub TransGlobe in accordance with its terms, subject to except as the effect of any applicable enforcement thereof may be limited by bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws and other applicable Laws affecting the enforcement of creditors’ rights generally and subject to the effect qualification that equitable remedies may be granted only in the discretion of general principles a court of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionscompetent jurisdiction.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuanceShoulderUp, the Parent Name Change, the New Stock Option Plans Adoption Holdings and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has Subs have all necessary requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and each of ShoulderUp, Holdings or the Merger Sub Subs and the consummation by Parent each of ShoulderUp, Holdings and the Merger Sub Subs of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent ShoulderUp, Holding or the Merger Sub Subs are necessary to authorize this Agreement or to consummate the Transactions (other than, than (a) with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsMergers, the approval and adoption of this Agreement by the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by holders of a majority of the votes cast with respect to then-outstanding shares of ShoulderUp Common Stock and by the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval holders of a majority of the Parent Name Change by 75% then-outstanding shares of common stock of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ MeetingMerger Subs, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLDGCL and the Nevada Act, and (b) with respect to the issuance of ShoulderUp Common Stock and the amendment and restatement of the A&R ShoulderUp Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of ShoulderUp Common Stock). This Agreement has been duly and validly executed and delivered by Parent ShoulderUp, Holdings and the Merger Sub Subs and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent ShoulderUp, Holdings and the Merger SubSubs, enforceable against each of Parent ShoulderUp, Holdings and the Merger Sub Subs in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and, subject to adoption of this Agreement and the Company Charter Proposal by a majority of the issued and outstanding shares of Class A Common Stock and Class B Common Stock, voting together as a single class as contemplated herein (the "Company Stockholder Approval"), to consummate the transactions contemplated hereby (the "Transactions"). The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other thanthan (a) the Company Stockholder Approval, with respect (b) if the shares of Series A Preferred Stock are to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointmentsbe converted pursuant to Section 2.1(d), the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes this Agreement by a majority of the votes cast with respect to issued and outstanding shares of Series A Preferred Stock (the Share Issuance, the New "Series A Preferred Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined belowApproval"), with respect (c) if the shares of Series E Preferred Stock are to the Parent Name Changebe converted pursuant to Section 2.1(d), the approval of the Parent Name Change this Agreement by 75% a majority of the votes cast with respect to issued and outstanding shares of Series E Preferred Stock (the Parent Name Change at "Series E Preferred Stock Approval") and (d) the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLMerger Filing). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery thereof by the other parties heretoNews Corp., Fox and Merger Sub, constitutes a the legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable except as enforcement may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all moratorium or other similar laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ ' rights generally and by equitable principles to which the remedies of specific performance and injunctive and similar forms of relief are subject and except that rights to indemnity hereunder may be subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law Federal or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger state securities laws or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and policies underlying such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionslaws.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuanceInterPrivate, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has have all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent each of InterPrivate and Merger Sub and the consummation by Parent each of InterPrivate and Merger Sub of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent InterPrivate or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting than (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of InterPrivate Common Stock and by the holders of a majority of the then-outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of InterPrivate Common Stock and the amendment and restatement of the InterPrivate Certificate of Incorporation pursuant to this Agreement, the approval of majority of the then-outstanding shares of InterPrivate Common Stock). This Agreement has been duly and validly executed and delivered by Parent InterPrivate and Merger Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and InterPrivate or Merger Sub, enforceable against each of Parent and InterPrivate or Merger Sub in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to Each of Goldenstone and Xxxxxx Sub have the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has all necessary corporate requisite power and authority to execute and deliver this AgreementAgreement and Ancillary Agreements, and, subject to the receipt of the requisite approval of stockhholders, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement and Ancillary Agreements by Parent each of Goldenstone and Merger Sub and the consummation by Parent each of Goldenstone and Merger Sub of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent Goldenstone or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting than (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of Goldenstone Common Stock and by the holders of a majority of the then-outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of Goldenstone Common Stock and the amendment and restatement of the Goldenstone Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Goldenstone Common Stock). This Agreement has been duly and validly executed and delivered by Parent Goldenstone and Merger Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent Goldenstone and Merger Sub, enforceable against each of Parent Goldenstone and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to the approval (i) Each of the Share IssuanceAcquiror, the Parent Name Change, the New Stock Option Plans Adoption Merger Subsidiary and the Parent Board Appointments by Parent’s shareholders, each of Parent and Partnership Merger Sub Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no No other corporate proceedings on the part of Parent Acquiror, Merger Subsidiary or Partnership Merger Sub Subsidiary, or any of their respective subsidiaries, are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent each of Acquiror, Merger Subsidiary and Partnership Merger Sub Subsidiary and, assuming due authorization, execution and delivery hereof by each of the other parties heretoCompany and the Partnership, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent Acquiror, Merger Subsidiary and Partnership Merger SubSubsidiary, enforceable against each of Parent Acquiror, Merger Subsidiary and Partnership Merger Sub Subsidiary in accordance with its terms, and subject to the effect of any its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and principles. (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% The member and managers of Acquiror have duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the voting rights of ParentMergers (to the extent that it is a party thereto), and such person or any person acting in concert with him, acquires in any period taken all actions required to be taken by the limited liability company agreement of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% Acquiror for the consummation of the voting rights Mergers. (iii) The member and manager of ParentMerger Subsidiary have duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the Company Merger, in each case and taken all actions required to be taken by the limited liability company agreement of Merger Subsidiary for the consummation of the Company Merger. (iv) Merger Subsidiary, as a result the sole general partner of or pursuant Partnership Merger Subsidiary, has duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the Partnership Merger (to the extent that it is a party thereto), and taken all corporate or similar actions required to be taken by the sole general partner of Partnership Merger or Subsidiary for the other Transactionsconsummation of the Partnership Merger.

Authority Relative to this Agreement. Subject to the approval (i) Each of the Share IssuanceAcquiror, the Parent Name Change, the New Stock Option Plans Adoption Merger Subsidiary and the Parent Board Appointments by Parent’s shareholders, each of Parent and Partnership Merger Sub Subsidiary has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no No other corporate proceedings on the part of Parent Acquiror, Merger Subsidiary or Partnership Merger Sub Subsidiary, or any of their respective Subsidiaries, are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent each of Acquiror, Merger Subsidiary and Partnership Merger Sub Subsidiary and, assuming due authorization, execution and delivery hereof by each of the other parties heretoCompany and the Partnership, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent Acquiror, Merger Subsidiary and Partnership Merger SubSubsidiary, enforceable against each of Parent Acquiror, Merger Subsidiary and Partnership Merger Sub Subsidiary in accordance with its terms, and subject to the effect of any its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and principles. (ii) no person whoThe sole member of Acquiror has duly and validly authorized the execution and delivery of this Agreement, together with parties acting in concert with him, holds not less than 30% but not more than 50% and taken all limited liability company actions required to be taken by the articles of organization and operating agreement of Acquiror for the consummation of the voting rights Mergers and the other transactions contemplated hereby. (iii) The Board of ParentDirectors and the sole shareholder of Merger Subsidiary have duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the Company Merger, and such person or any person acting in concert with him, acquires in any period taken all corporate actions required to be taken by the charter and bylaws of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% Merger Subsidiary for the consummation of the voting rights of Parent, in each case as a result of or pursuant to the Company Merger or and the other Transactionstransactions contemplated hereby. (iv) Merger Subsidiary, as the sole general partner of Partnership Merger Subsidiary, has duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the Partnership Merger and the other transactions contemplated hereby, and taken all corporate or similar actions required to be taken by the sole general partner of Partnership Merger Subsidiary for the consummation of the Partnership Merger.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuanceTortoiseCorp, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub has have all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent each of TortoiseCorp and Merger Sub and the consummation by Parent each of TortoiseCorp and Merger Sub of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent TortoiseCorp or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting than (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the approval and adoption of this Agreement by the holders of a majority of the then-outstanding shares of TortoiseCorp Common Stock and by the holders of a majority of the then outstanding shares of Merger Sub Common Stock, and the filing and recordation of appropriate merger documents as required by the DGCL, and (b) with respect to the issuance of TortoiseCorp Class A Common Stock and the amendment and restatement of the TortoiseCorp Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of TortoiseCorp Common Stock). This Agreement has been duly and validly executed and delivered by Parent TortoiseCorp and Merger Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and TortoiseCorp or Merger Sub, enforceable against each of Parent and TortoiseCorp or Merger Sub in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on (including approval of the part Company Board for purposes of Parent and Merger SubArticle Fourteen of the certificate of incorporation, as amended, of the Company) and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the than any requisite approval of the Share Issuance, Merger by the New Stock Option Plans Adoption and the Parent Board Changes by a majority stockholders of the votes cast Company in accordance with respect the DGCL and subject to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties heretoParent and Merger Sub, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject except to the effect of any extent that enforceability thereof may be limited by applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and by principles of equity regarding the availability of remedies. (b) The Company Board (upon the unanimous recommendation of the Special Committee), by resolutions duly adopted by a vote at a meeting duly called and held and not subsequently rescinded or modified in any way (the “Company Board Approval”), has unanimously (i) approved and declared advisable this Agreement and the Transactions, (ii) declared that it is fair to and in the best interests of the Company and the stockholders of the Company that the Company enter into this Agreement and consummate the Transactions on the terms and subject to the conditions set forth in this Agreement, and (iii) recommended to the Minority Holders that they accept the Offer and tender their shares of Common Stock pursuant to the Offer. (c) No “fair price,” “moratorium,” “control share acquisition,” “business combination” or other similar antitakeover Law (each, a “Takeover Law”) is applicable to this Agreement or any of the Transactions. (d) The Special Committee has received the opinion of the financial advisor to the Special Committee, Duff & Xxxxxx LLC, dated the date of the meeting of the Special Committee at which the Special Committee resolved to recommend to the Company Board that it approve this Agreement, to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parentthat, as of the such date hereof, no Singapore takeover statute, rule or regulation is applicable and based upon and subject to the various assumptions, qualifications and other matters and limitations considered in connection with the preparation of such opinion, the Per Share Amount and Merger or Consideration to be received by the holders of Common Stock (other Transactions. To the knowledge of than Parent, no Singapore takeover statuteMerger Sub and their respective Affiliates (collectively, rule or regulation will be applicable the “Affiliated Holders”)) in the Offer and the Merger pursuant to this Agreement are fair, from a financial point of view, to the Merger or holders of Common Stock other than the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsAffiliated Holders.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary requisite corporate power and authority to execute and deliver this AgreementAgreement and each instrument required hereby to be executed and delivered by the Company prior to or at the Effective Time, to perform its obligations hereunder and thereunder, and to consummate the transactions contemplated hereby (the "Transactions") ------------ (subject to the Company Stockholder Approval (as defined below) with respect to the Merger). The execution and delivery of this Agreement and each instrument required hereby to be executed and delivered by Parent the Company prior to or at the Effective Time and Merger Sub the performance of its obligations hereunder and thereunder and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company (including the unanimous approval of the Special Committee), and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to than the Share Issuance, the New Stock Option Plans Adoption Company Stockholder Approval and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company, and, assuming due authorization, execution and delivery by the other parties hereto, this Agreement constitutes a legal, valid and binding obligation of each Newco, this Agreement constitutes a valid and binding agreement of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors' rights and to general equity principles. (b) Based in part on the representation set forth in Section 3.6, the only vote of holders of any class or series of capital stock of the Company necessary under applicable law or stock exchange (or similar laws affecting creditors’ rights generally self regulatory organization) regulations to adopt or approve this Agreement and subject the Merger is the adoption and approval of this Agreement and the Merger by the holders of a majority of the outstanding shares of Company Common Stock at the Stockholder Meeting (as defined in Section 5.9) entitled to vote on the effect Merger, voting together as a single class, with each share of general principles of equity Company Common Stock entitled to one vote per share (regardless of whether considered in a proceeding at law or in equitythe "Company Stockholder Approval"). To No vote of ---------------------------- the knowledge holders of Parent, as any capital stock or other securities of the date hereof, no Singapore takeover statute, rule or regulation Company is applicable necessary to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as consummate any of the Effective Time, assuming that Transactions other than as set forth in the preceding sentence. (ic) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more Consummation of the voting rights Transactions (including the transactions contemplated by Sections 1.11 and 5.8 hereof) does not conflict with or violate the provisions of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person any Company Stock Option Plan or any person acting in concert with him, acquires in option agreement evidencing the grant of any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsOptions.

Authority Relative to this Agreement. Subject to the approval (a) Each of the Share IssuanceParent, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent Merger Sub and Merger Sub II has all necessary corporate the requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that it has executed or delivered or is to execute and or deliver pursuant to this Agreement, to perform ; and (b) carry out its obligations hereunder and thereunder and, to consummate the TransactionsTransactions (including the Mergers). The execution and delivery by Parent, Merger Sub and Merger Sub II of this Agreement by Parent and Merger Sub the other Transaction Agreements to which each of them is a party, and the consummation by Parent Parent, Merger Sub and Merger Sub II of the Transactions (including the Mergers) have been duly and validly authorized by all necessary corporate or similar action on the part of Parent each of Parent, Merger Sub and Merger SubSub II, and no other corporate proceedings on the part of Parent or Parent, Merger Sub and Merger Sub II are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the than approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Stockholder Matters. This Agreement has and the other Transaction Agreements to which each of them is a party have been duly and validly executed and delivered by Parent Parent, Merger Sub and Merger Sub II and, assuming the due authorization, execution and delivery thereof by the other parties heretoParties, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent Parent, Merger Sub and Merger SubSub II (as applicable), enforceable against each of Parent Parent, Merger Sub and Merger Sub II (as applicable) in accordance with its their terms, subject to the effect of any except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject or by principles governing the availability of equitable remedies. (b) Assuming a quorum is present at the Special Meeting, as may be adjourned or postposed from time to time in accordance with this Agreement, the effect only votes of general principles the holders of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge any of Parent’s capital stock necessary in connection with the entry into this Agreement by Parent, the consummation by Parent of the Transactions, including the Closing, and the approval of the Parent Stockholder Matters is the Parent Stockholder Approval. (c) At a meeting duly called and held, the board of directors of Parent has unanimously (i) determined that the fair market value of the Company is equal to at least 80% of the amount held in the Trust Account (less any deferred underwriting commissions and taxes payable on interest earned) as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting determined that it is in concert with him, holds not less than 30% but not more than 50% the best interests of Parent and the voting rights of ParentParent stockholders, and such person or any person acting in concert with himdeclared it advisable, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of to enter into this Agreement providing for the voting rights of ParentMergers, in each case as a result of or pursuant (iii) approved this Agreement and the Transactions, including the Mergers, on the terms and subject to the Merger or conditions of this Agreement, and (iv) made the other TransactionsParent Board Recommendation.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub Holdco has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the other Transaction Documents to which it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and, subject to receiving Holdco Requisite Stockholder Approval, to consummate the Transactions. The execution and delivery by Holdco of this Agreement and the other Transaction Documents to which it is or will at the Closing be a party, the performance by Parent Holdco of its obligations hereunder and Merger Sub thereunder and the consummation by Parent and Merger Sub Holdco of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent or Merger Sub Holdco are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share IssuanceMergers, the New Stock Option Plans Adoption Pre-Closing Conversion, and the Parent Board AppointmentsHoldco Requisite Stockholder Approval, which the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ MeetingWritten Consents shall satisfy, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been been, and the other Transaction Documents to which Holdco is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Parent and Merger Sub Xxxxxx and, assuming the due authorization, execution and delivery by the other party or parties heretothereto, constitutes (or will then constitute) a legal, valid and binding obligation of each of Parent and Merger SubHoldco, enforceable against each of Parent and Merger Sub Holdco in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws and other Laws of general application affecting enforcement of creditors’ rights generally and subject to generally, by general equitable principles (the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity“Remedies Exceptions”). To the knowledge of Parent, as of the date hereofHoldco, no Singapore state takeover statute, rule or regulation statute is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger Mergers or the other Transactions.

Authority Relative to this Agreement. Subject to the approval Each of the Share IssuanceSPAC, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent Holdings and Merger Sub has have all necessary corporate or company power and authority to execute and deliver this Agreement, Agreement and to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent each of SPAC, Holdings and Merger Sub and the consummation by Parent each of SPAC, Holdings and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent or SPAC, Holdings and Merger Sub are necessary to authorize this Agreement or to consummate the Transactions Transactions, other than (other than, a) with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsInitial Merger, the approval of the Share Issuanceholders of two thirds of the then-outstanding SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the New Stock Option Plans Adoption SPAC Shareholders’ Meeting and by the Parent Board Changes by holders of a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption then outstanding shares of Holdings Ordinary Shares and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ MeetingMerger Sub Ordinary Shares, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Companies Act and (b) with respect to the other Transactions, the approval of the holders of a majority of the then-outstanding SPAC Class A Ordinary Shares who, being entitled to so do, vote in person or by proxy at the SPAC Shareholders’ Meeting. This Agreement has been duly and validly executed and delivered by Parent SPAC, Holdings and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent SPAC, Holdings and Merger Sub, enforceable against each of Parent SPAC, Holdings and Merger Sub in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally Remedies Exceptions. The SPAC Board has approved this Agreement and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person approvals are sufficient so that the restrictions on business combinations set forth in the SPAC Constitutional Documents shall not apply to the Mergers, this Agreement, any Ancillary Agreement or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary requisite corporate power and authority to: (i) execute, deliver and perform this Agreement and the other Transaction Agreements to which it is a party, and each ancillary document that the Company has executed or delivered or is to execute and or deliver pursuant to this Agreement, to perform its ; and (ii) carry out the Company’s obligations hereunder and thereunder and to consummate the TransactionsTransactions to which it is a party. The execution and delivery by the Company of this Agreement by Parent and Merger Sub the other Transaction Agreements to which it is a party and the consummation by Parent and Merger Sub the Company of the Transactions to which it is a party have been duly and validly authorized by all necessary corporate requisite action on the part of Parent the Company and Merger Subits administrator, and and, except for the approvals described in Section 4.5(b), no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by which it is a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)party. This Agreement has and the other Transaction Agreements to which it is a party have been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery thereof by the other parties heretoParties, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its their terms, subject to the effect of any except insofar as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. (b) This Agreement and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To Transaction Agreements to which AGH is a party have been duly and validly executed and delivered by AGH and, assuming the knowledge of Parentdue authorization, no Singapore takeover statute, rule or regulation will be applicable to the Merger or execution and delivery thereof by the other Transactions Parties hereto and thereto, constitute the legal and binding obligations of AGH, enforceable against AGH in accordance with their terms, except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequitable remedies.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each (a). Each of Parent and Merger Amalgamation Sub has all necessary corporate the requisite power and authority to: (a) execute, deliver and perform this Agreement and the other Transaction Agreements to execute which it is a party; and deliver this Agreement, to perform (b) carry out its obligations hereunder and thereunder and, to consummate the TransactionsTransactions (including the Amalgamation). The execution execution, delivery and delivery performance by Parent and Amalgamation Sub of this Agreement by Parent and Merger Sub the other Transaction Agreements to which each of them is a party, and the consummation by Parent and Merger Amalgamation Sub of the Transactions (including the Amalgamation), have been duly and validly authorized by all necessary corporate action on the part of each of Parent and Merger Amalgamation Sub, and no other corporate proceedings on the part of Parent or Merger Amalgamation Sub are necessary to authorize this Agreement or the other Transaction Agreements to which each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than, with respect to than obtaining the Share Issuance, the New Stock Option Plans Adoption and the Requisite Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Shareholder Approval. This Agreement has been and the other Transaction Agreements to which each of them is a party will be, at or prior to the Closing, duly and validly executed and delivered by Parent and Merger Amalgamation Sub and, assuming the due authorization, execution and delivery thereof by the other parties hereto, Parties (assuming any such agreement constitutes a legal, valid and binding obligation of each the counterparties thereto), constitute the legal, valid and binding obligations of Parent and Merger SubAmalgamation Sub (as applicable), enforceable against each of Parent and Merger Amalgamation Sub (as applicable) in accordance with its their terms, subject to except insofar as enforceability may be limited by the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exception.

Authority Relative to this Agreement. Subject GMIL and GMCAL have all necessary power and authority to execute and deliver this Agreement, to perform their obligations hereunder and to consummate the approval transactions contemplated by this Agreement. The execution and delivery of this Agreement by GMIL and GMCAL, the performance by GMIL and GMCAL of their obligations hereunder and the consummation by GMIL and GMCAL of the Share Issuancetransactions contemplated by this Agreement have been duly authorized by all necessary action on the part of GMIL and GMCAL as are necessary to authorize this Agreement or to consummate the transactions contemplated by this Agreement. This Agreement has been duly and validly executed and delivered by GMIL and GMCAL and constitutes the legal, valid and binding obligations of GMIL and GMCAL, enforceable against GMIL and GMCAL in accordance with its terms, except as the Parent Name Changeenforceability thereof may be limited by bankruptcy, insolvency, reorganization or other similar laws of general application affecting the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each enforcement of Parent and Merger Sub creditors’ rights generally. The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated by this Agreement. The execution and delivery of this Agreement by Parent and Merger Sub the Company, the performance by the Company of its obligations hereunder and the consummation by Parent and Merger Sub the Company of the Transactions transactions contemplated by this Agreement have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub Company as are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes transactions contemplated by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)this Agreement. This Agreement has been duly and validly executed and delivered by Parent the Company and Merger Sub and, assuming due authorization, execution and delivery by constitutes the other parties hereto, constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws of general application affecting the enforcement of creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsgenerally.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption (a) SMGI and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Mxxxxx Sub has all necessary corporate the requisite power and authority to execute enter into this Agreement and deliver this Agreement, to perform carry out its obligations hereunder and to consummate the Transactionshereunder. The execution execution, delivery and delivery performance of this Agreement by Parent SMGI and the consummation of the transactions contemplated hereby have been duly authorized by the board of directors of SMGI and no other actions on the part of SMGI are necessary to authorize this Agreement or the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by SMGI and Merger Sub and constitutes a valid and binding obligation of SMGI and Merger Sub, enforceable in accordance with its terms, except as such enforcement may be limited by the Bankruptcy and Equity Exception. (b) The Merger Sub Board has unanimously (i) approved and declared advisable this Agreement and the Transactions, including the Merger, (ii) declared that it is in the best interests of the stockholder of Merger Sub that Merger Sub enter into this Agreement and consummate the Transactions on the terms and subject to the conditions set forth in this Agreement, (iii) directed that the adoption of this Agreement be submitted to a vote of the Merger Sub stockholder and (iv) recommended to the Holdco stockholder that it adopt this Agreement and approve the Transactions, including the Merger. The vote of a majority of the outstanding shares of common stock of Merger Sub is the only vote of the holders of stock of Merger Sub necessary to adopt this Agreement and approve the Transactions. Assuming that such vote is received, the execution, delivery and performance of this Agreement by Mxxxxx Sub and the consummation by Parent and Merger Mxxxxx Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Merger and other transactions contemplated herein (collectively, the “Transactions”), subject, with respect to the Merger, to the Company Stockholder Approval (as defined below). The execution and delivery of this Agreement by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, the Company and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions other than (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the filing with the Securities and recordation Exchange Commission (the “SEC”) of appropriate merger documents a proxy statement with respect to, and the receipt of, the Company Stockholder Approval, (b) obtaining the Company Stockholder Approval and (c) the filing of the Certificate of Merger as required by Delaware Law. The affirmative vote of (i) the DGCLholders of a majority of the outstanding voting power of Company Common Stock and (ii) the holders of 66 2/3% of the voting power of the Common Shares not “owned” (as defined in Section 203 of the Delaware Law) by the Parent or its “affiliates” or “associates” (as defined in Section 203 of the Delaware Law) is the only vote of the holders of capital stock of the Company necessary to adopt this Agreement and approve the Merger under applicable Legal Requirements (as defined below) and the Company Charter Documents (the “Company Stockholder Approval”). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, constitutes the legal and binding obligation of the Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms. “Legal Requirements” means any federal, subject to state, local, municipal, foreign or other law, statute, legislation, constitution, principle of common law, resolution, ordinance, code, edict, order, injunction, judgment, decree, rule, regulation, ruling or requirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the effect authority of any applicable bankruptcy, insolvency Governmental Entity (including, without limitation, all laws relating to fraudulent transfersas defined in Section 2.4(b) hereof), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) Seller has all necessary corporate power and authority necessary to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactionstransactions contemplated hereby. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part board of Parent and Merger Sub, directors of Seller and no other corporate proceedings on the part of Parent or Merger Sub Seller are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent Seller, and Merger Sub and, assuming due authorization, execution and delivery by the other parties hereto, constitutes a legal, valid and binding obligation agreement of each of Parent and Merger SubSeller, enforceable against each of Parent and Merger Sub Seller in accordance with its terms, subject to the effect of any except as such enforceability may be limited by applicable bankruptcy, insolvency (includinginsolvency, without limitationmoratorium, all laws relating to fraudulent transfers), reorganization, moratorium or other similar laws affecting or relating to enforcement of creditors’ rights generally and subject to the effect of or general principles of equity equity. 1- LA/917645.9 28 (regardless b) Limited Partner has all limited liability company power and authority necessary to execute and deliver this Agreement to consummate the transactions contemplated hereby. The execution and delivery of whether considered in a proceeding at law or in equity). To this Agreement and the knowledge of Parent, as consummation of the date hereoftransactions contemplated hereby have been duly and validly authorized by the governing body of Limited Partner and no other limited liability company proceedings on the part of Limited Partner or its members are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Limited Partner, no Singapore takeover statuteand constitutes a valid and binding agreement of Limited Partner, rule enforceable against Limited Partner in accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or regulation other similar laws affecting or relating to enforcement of creditors’ rights generally or general principles of equity. (c) When formed, each of the Companies will have all limited partnership power and authority necessary to execute and deliver the instruments and agreements attached hereto which such Company is applicable a party and to consummate the Merger or transactions contemplated thereby. At the other Transactions. To Closing, the knowledge execution and delivery of Parent, no Singapore takeover statute, rule or regulation such instruments and agreements and the consummation of the transactions contemplated thereby will be applicable duly and validly authorized by the partners of each Company and no other limited partnership proceedings on the part of either Company or its partners will be necessary to authorize such instruments and agreements or to consummate the Merger or transactions contemplated thereby. At the other Transactions as of the Effective TimeClosing, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired such instruments and agreements will have been duly and validly executed and delivered by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parentsuch Company, and will constitute a valid and binding agreement of each Company, enforceable against such person Company in accordance with their terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, or any person acting in concert with him, acquires in any period other similar laws affecting or relating to enforcement of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% creditors’ rights generally or general principles of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequity.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent Both DFB Healthcare and Merger Sub has have all necessary corporate power and authority to execute and deliver this AgreementAgreement and subject to obtaining the approval of the stockholders of DFB Healthcare, to perform its obligations hereunder and to consummate the Transactions. The execution and delivery of this Agreement by Parent DFB Healthcare and Merger Sub Sub, and the consummation by Parent DFB Healthcare and Merger Sub of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent DFB Healthcare or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, than the approval and adoption of this Agreement by the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by holders of a majority of the votes cast with respect to then-outstanding shares of DFB Healthcare Common Stock and by the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval holders of a majority of the Parent Name Change by 75% common units of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the MergerMerger Sub, the filing and recordation of appropriate merger documents as required by the DGCLDLLCA and with respect to the reservation of DFB Healthcare Common Stock issuable to the Company Unitholders pursuant to the Surviving Company LLC Agreement and the Exchange Agreement and issuable to the Blocker Sellers hereunder and the amendment and restatement of the DFB Healthcare Certificate of Incorporation pursuant to this Agreement, the approval of majority of the then-outstanding shares of DFB Healthcare Common Stock). This Agreement has been duly and validly executed and delivered by Parent DFB Healthcare and Merger Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany, constitutes a legal, valid and binding obligation of each of Parent and DFB Healthcare or Merger Sub, enforceable against each of Parent and DFB Healthcare or Merger Sub in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub The Company has all necessary corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements to which it is a party, to perform its obligations hereunder and thereunder and, subject to receiving the Company Stockholder Approval, to consummate the Transactions. The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and the Ancillary Agreements to which it is a party or to consummate the Transactions (other than, with respect to the Share IssuanceMerger, the New Stock Option Plans Adoption and Company Stockholder Approval, which the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ MeetingWritten Consent shall satisfy, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL). This Agreement has and the Ancillary Agreements to which the Company is a party have been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery by Goldenstone and Merger Sub or the other applicable parties heretothereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any except as limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or similar and other laws of general application affecting enforcement of creditors’ rights generally generally, by general equitable principles (the “Remedies Exceptions”). The Company Board has approved this Agreement and subject the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203 of the DGCL shall not apply to the effect of general principles of equity (regardless of whether considered in a proceeding at law Merger, this Agreement, the Stockholder Support Agreement, any Ancillary Agreement or in equity). To the knowledge of Parent, as any of the date hereof, no Singapore other Transactions. No other state takeover statute, rule or regulation statute is applicable to the Merger or the other Transactions. To The Company Stockholder Approval is the knowledge only vote or consent of Parent, no Singapore takeover statute, rule any of the holders of Company capital stock or regulation will be applicable any other class or series of capital stock of the Company that is necessary in order for the Company to consummate the Merger or and the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionstransactions contemplated hereby.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and each of the Ancillary Agreements to which the Company is a party (subject to the receipt of the consents described in Section 3.05(b)) and to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby (other than the approval and adoption of this Agreement, the Merger and the other transactions contemplated hereby by the stockholders of the Company in accordance with Georgia Law and the Company Articles of Incorporation (the “Company Stockholders’ Action”). The execution and delivery of this Agreement and the Ancillary Agreements by Parent and Merger Sub the Company and the consummation by Parent and Merger Sub the Company of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subthe Company, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or any of the Ancillary Agreements or to consummate the Transactions (transactions so contemplated, other than, with respect to than the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent ShareholdersCompany Stockholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Action. This Agreement has been been, and the Ancillary Agreements will be, duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming the due authorization, execution and delivery of this Agreement and the Ancillary Agreements by each of the other parties heretohereto and thereto, constitutes a constitutes, or, in the case of the Ancillary Agreements, will constitute, legal, valid and binding obligation obligations of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its their respective terms, except to the extent such enforceability may be subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or and similar laws relating to or affecting creditors’ rights creditors generally and subject to the effect of or by general equitable principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at law or in equitylaw). To . (b) The Company Special Committee and the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that Company Board (i) no person acquires Parent Ordinary Shares or Parent ADSs have unanimously declared that this Agreement, the Merger and the other transactions contemplated hereby (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting other than the Spin-off) and thereby are advisable, fair to and in concert with him) that carry 30% or more the best interests of the voting rights stockholders of Parent; and the Company, (ii) no person whohave unanimously authorized, together with parties acting in concert with himapproved and adopted this Agreement, holds not less than 30% but not more than 50% the Ancillary Agreements, the Merger and the other transactions contemplated hereby and thereby and (iii) have recommended that the stockholders of the voting rights of ParentCompany authorize, approve and such person or any person acting in concert with himadopt this Agreement, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or and the other Transactionstransactions contemplated hereby (other than the Spin-off) and thereby.

Authority Relative to this Agreement. Subject (a) Tango has all requisite corporate power and authority to execute and deliver this Agreement and the Cross Option Agreement, to perform its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby to by consummated be Tango. The execution and delivery of this Agreement and the Cross Option Agreement by Tango and the consummation of the transactions contemplated on its part hereby and thereby have been duly authorized by all necessary corporate action, and, other than the approval of Tango's stockholders as provided in Section 5.1 hereof, no other corporate proceedings on the Share Issuance, part of Tango are necessary to authorize the Parent Name Change, the New Stock Option Plans Adoption execution and delivery of this Agreement and the Parent Board Appointments Cross Option Agreement by Parent’s shareholdersTango or the consummation of the transactions contemplated on its part hereby and thereby. This Agreement and the Cross Option Agreement have been duly executed and delivered by Tango and, each assuming the due authorization, execution and delivery hereof and thereof by Twister, constitute the legal, valid and binding obligations of Parent and Tango, enforceable against Tango in accordance with their respective terms, except to the extent that such enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other laws affecting the enforcement of creditors' rights generally or by general equity principles. (b) Merger Sub has all necessary the requisite corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder and to consummate the Transactionstransactions contemplated hereby to be consummated by it. The execution and delivery of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties heretoTwister, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject except to the effect of any extent that such enforceability may be limited by applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or similar other laws affecting the enforcement of creditors’ ' rights generally and subject to the effect of or by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsprinciples.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each Each of Parent and Merger Sub has all necessary ------------------------------------ full corporate power and authority to execute and deliver this AgreementAgreement and the Ancillary Agreements, to perform its respective obligations hereunder and to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement by Parent and Merger Sub of this Agreement and the Ancillary Agreements to which Parent or Merger Sub is a party and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other corporate proceedings action on the part of either Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Ancillary Agreements to which Parent Board Appointments, or Merger Sub is a party and the approval consummation by Parent and Merger Sub of the Share Issuance, the New Stock Option Plans Adoption transactions contemplated hereby and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)thereby. This Agreement and the Ancillary Agreements to which Parent or Merger Sub is a party has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, authorization and the valid execution and delivery hereof by the other parties heretoTarget, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub, Sub enforceable against each of Parent and Merger Sub in accordance with its respective terms, subject to except as the effect of any applicable enforceability thereof may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)conveyance, reorganization, moratorium or other similar laws affecting Laws relating to the enforcement of creditors’ ' rights generally and by general principles of equity. The Parent Common Stock issued to the Holders pursuant to Section 1.5 hereof, when issued to the Holders subject to the effect terms and conditions of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parentthis Agreement, as of the date hereofshall be duly and validly authorized, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; validly issued and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, fully paid and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsnonassessable.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each Each of Parent and Merger Sub has all necessary corporate power and authority to execute to: (i) execute, deliver and deliver perform this Agreement, and each Ancillary Agreement that Parent and Merger Sub has executed or delivered or is to perform its execute or deliver pursuant to this Agreement, and (ii) carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and, subject to approval by its stockholders, to consummate the Transactionstransactions contemplated hereby and thereby (including the Merger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is party by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions transactions contemplated hereby (including the Merger) have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger SubSub (including the approval by their respective boards of directors and, prior to the Closing, its stockholders as required by the DGCL and no any other Legal Requirement). No other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement or the applicable Ancillary Agreement or to consummate the Transactions (transactions contemplated hereby or thereby, other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, than the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCL)Stockholders. This Agreement and the applicable Ancillary Agreements has been duly and validly executed and delivered by Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the other parties heretohereto or thereto, constitutes a legal, valid the legal and binding obligation of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms, subject to the effect of any applicable except as may be limited by bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium reorganization or other similar laws affecting the enforcement of creditors’ rights generally and subject to the effect of by general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactions.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (a) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions. The execution and delivery transactions contemplated hereby, subject only to approval of this Agreement by Parent and Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized transactions contemplated hereby by all necessary corporate action on the part Required Company Vote. The Company Board, acting upon the unanimous recommendation of Parent and Merger Subthe Special Committee, has (i) by resolution approved, and no declared advisable, the Merger, this Agreement and the other transactions contemplated hereby; (ii) determined that such transactions are advisable and fair to, and in the best interests of, the Company and its shareholders; and (iii) resolved to recommend that the shareholders of the Company approve and adopt this Agreement. No other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions transactions contemplated hereby (other than, with respect to the Share IssuanceMerger, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting Required Company Vote (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLin Section 3.3(b) hereof). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery hereof by the other parties hereto, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (includinginsolvency, without limitation, all laws relating to fraudulent transfers)transfer, reorganization, moratorium and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally and subject to general equity principles (the “Bankruptcy and Equity Exception”). (b) The Company Board, acting upon the unanimous recommendation of the Special Committee, has directed that this Agreement be submitted to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as shareholders of the date hereof, no Singapore takeover statute, rule or regulation is applicable Company for their approval at a meeting to the Merger or the other Transactionsbe held for that purpose. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as The only vote of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares holders of any class or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more series of shares of the voting rights Company necessary to approve this Agreement and the transactions contemplated hereby, including the Merger, is the affirmative vote of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% shareholders representing a majority of the Shares (including the Excluded Shares) present and voting rights of Parent, and such in person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case by proxy as a result of single class at the Company Shareholders Meeting or pursuant to any adjournment or postponement thereof (the Merger or the other Transactions“Required Company Vote”).

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub (i) The Company has all necessary corporate power and authority to execute and deliver this Agreement, to perform its obligations hereunder Agreement and to consummate the Transactions. The execution and delivery of this Agreement by Parent and Company Merger Sub and the consummation by Parent and Merger Sub of the Transactions have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, and no other transactions contemplated hereby. No further corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement or to consummate the Transactions Company Merger (other than, with respect to than (A) the Share Issuance, the New Stock Option Plans Adoption Shareholder Approval and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and with respect to the Merger, B) the filing and recordation of appropriate merger documents as required by the DGCLTBCA). This Agreement has been duly and validly executed and delivered by Parent and Merger Sub the Company and, assuming due authorization, execution and delivery hereof by the other parties heretoeach of Acquiror, Merger Subsidiary and Partnership Merger Subsidiary, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Subthe Company, enforceable against each of Parent and Merger Sub the Company in accordance with its terms, and subject to the effect of any its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium moratorium, fraudulent transfer and similar Laws of general applicability relating to or similar laws affecting creditors’ rights generally or by general equity principles. (ii) The Partnership has all necessary limited partnership power to execute and deliver this Agreement and to consummate the Partnership Merger and the other transactions contemplated hereby. No other partnership proceedings on the part of the Partnership, including actions of the general partner of the Partnership, are necessary to authorize this Agreement or to consummate the Partnership Merger other than the filing and recordation of appropriate Partnership Merger documents as required by the TRULPA). This Agreement has been duly and validly executed and delivered by the Partnership and, assuming due authorization, execution and delivery hereof by each of Acquiror, Merger Subsidiary and Partnership Merger Subsidiary, constitutes a valid, legal and binding agreement of the Partnership, enforceable against the Partnership in accordance with and subject to the effect its terms and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general principles applicability relating to or affecting creditors’ rights or by general equity principles. (iii) The Company Board has duly and validly authorized the execution and delivery of equity (regardless this Agreement and adopted this Agreement and the Company Merger. The Company Board has recommended the approval of whether considered in the Company Merger and this Agreement by the holders of the Company Common Stock. Approval of the Company Merger and this Agreement by the shareholders of the Company requires only the affirmative vote of a proceeding at law or in equity). To majority of all votes entitled to be cast by the knowledge holders of Parent, all outstanding Company Common Stock as of the record date hereof, for the Shareholder Meeting (the “Shareholder Approval”) and no Singapore takeover statute, rule other vote or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsconsent.

Authority Relative to this Agreement. Subject to the approval of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Sub Xxxxxx has all necessary corporate power and authority to execute and deliver this Agreement, Agreement and the Xxxxxx Option Agreement and to perform its obligations hereunder and thereunder and, subject to obtaining the approval of the stockholders of Xxxxxx of the Merger, to consummate the Transactionstransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Xxxxxx Option Agreement by Parent and Merger Sub Xxxxxx and the consummation by Parent and Merger Sub Xxxxxx of the Transactions transactions contemplated hereby and thereby have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Sub, Xxxxxx and no other corporate proceedings on the part of Parent or Merger Sub Xxxxxx are necessary to authorize this Agreement, the Xxxxxx Option Agreement or to consummate the Transactions transactions so contemplated (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board AppointmentsMerger, the approval and adoption of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes this Agreement by holders of a majority of the votes cast outstanding shares of Xxxxxx Common Stock in accordance with respect to the Share Issuance, the New Stock Option Plans Adoption Delaware Statute and the Parent Board Appointments at the Parent Shareholders’ Meeting (as defined below), with respect to the Parent Name Change, the approval Xxxxxx'x Certificate of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, Incorporation and with respect to the Merger, the filing and recordation of appropriate merger documents as required by the DGCLBylaws). This Agreement has and the Xxxxxx Option Agreement have been duly and validly executed and delivered by Parent and Merger Sub Xxxxxx and, assuming the due authorization, execution and delivery by Seagate and Sub, constitute legal and binding obligations of Xxxxxx, enforceable against Xxxxxx in accordance with their respective terms, subject to (i) bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting or relating to creditors rights generally and (ii) the availability of injunctive relief and other parties heretoequitable remedies. The Merger Agreement, constitutes a legalwhen executed and delivered by Xxxxxx as contemplated hereby, will be duly executed and delivered by Xxxxxx and when approved by the stockholders of Xxxxxx and assuming the due authorization, execution and delivery by Sub, will be the valid and binding obligation of each of Parent and Merger SubXxxxxx, enforceable against each of Parent and Merger Sub Xxxxxx in accordance with its terms, subject to the effect of any applicable (i) bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers)insolvency, reorganization, moratorium or other similar laws affecting creditors’ or relating to creditors rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% the availability of the voting rights of Parent, injunctive relief and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other Transactionsequitable remedies.

Authority Relative to this Agreement. Subject to the approval Each of the Share Issuance, the Parent Name Change, the New Stock Option Plans Adoption SPAC and the Parent Board Appointments by Parent’s shareholders, each of Parent and Merger Mxxxxx Sub has have all necessary corporate power and authority to execute and deliver this AgreementAgreement and each Transaction Document to which they are contemplated to be a party, to perform all of its respective obligations hereunder and thereunder and, subject to the approval and adoption of the SPAC Proposals by the stockholders of SPAC, to consummate the Transactions. The execution and delivery of this Agreement and each Transaction Document to which SPAC or Merger Sub are contemplated to be a party by Parent each of SPAC and Merger Sub and the consummation by Parent each of SPAC and Merger Sub of the Transactions Transactions, have been duly and validly authorized by all necessary corporate action on the part of Parent and Merger Subaction, and no other corporate proceedings on the part of Parent SPAC or Merger Sub are necessary to authorize this Agreement or and Transaction Document to which they are contemplated to be a party or to consummate the Transactions (other than, with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments, the approval of the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Changes by a majority of the votes cast with respect to the Share Issuance, the New Stock Option Plans Adoption and the Parent Board Appointments at the Parent Shareholders’ Meeting than (as defined below), with respect to the Parent Name Change, the approval of the Parent Name Change by 75% of the votes cast with respect to the Parent Name Change at the Parent Shareholders’ Meeting, and a) with respect to the Merger, the filing approval and recordation adoption of appropriate merger documents the SPAC Proposals by the stockholders of SPAC as the SPAC Stockholders’ Meeting and (b) the filings required by the DGCLapplicable Law). This Agreement and each Transaction Document to which such party is contemplated to be a party has been duly and validly executed and delivered by Parent SPAC and Merger Sub and, assuming due authorization, execution and delivery by the other parties heretoCompany or any Company Subsidiary, constitutes a legal, valid and binding obligation of each of Parent and SPAC or Merger Sub, enforceable against each of Parent and SPAC or Merger Sub in accordance with its terms, terms subject to the effect of any applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfers), reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to the effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). To the knowledge of Parent, as of the date hereof, no Singapore takeover statute, rule or regulation is applicable to the Merger or the other Transactions. To the knowledge of Parent, no Singapore takeover statute, rule or regulation will be applicable to the Merger or the other Transactions as of the Effective Time, assuming that (i) no person acquires Parent Ordinary Shares or Parent ADSs (taken together with Parent Ordinary Shares and/or Parent ADSs acquired by persons acting in concert with him) that carry 30% or more of the voting rights of Parent; and (ii) no person who, together with parties acting in concert with him, holds not less than 30% but not more than 50% of the voting rights of Parent, and such person or any person acting in concert with him, acquires in any period of six months additional Parent Ordinary Shares and/or Parent ADSs carrying more than 1% of the voting rights of Parent, in each case as a result of or pursuant to the Merger or the other TransactionsRemedies Exceptions.