Common use of Authority Relative to this Agreement Clause in Contracts

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approval. 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 have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution and delivery by the Company, 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 Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Buyer has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Transactions Contemplated Transactions, including, without limitation, the Stock Purchase, have been duly and validly authorized by all required corporate or other action on the part of the Buyer, and no other corporate or other proceedings on the part of Buyer are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. This Agreement has been, and each Ancillary Agreement of the other Transaction Documents to which they are it is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Buyer 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 Companyother parties thereto, 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 Sub the Buyer, enforceable against each of Parent and Merger Sub, it in accordance with its their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The shares of Buyer Common Stock payable by the Buyer under this Agreement have been duly authorized and, upon issuance in accordance with the terms subject to the Remedies Exceptionsof this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the corporate or limited liability company power and authority to execute enter into this Agreement, the Stock Option Agreements between Parent and deliver Company dated as of October 17, 1996 (the "Stock Option Agreements"), the Registration Rights Agreements between Parent and the stockholders listed therein (the "Registration Rights Agreements") and the Stockholder Voting Agreements between Parent and the Stockholders listed therein dated as of October 17, 1996 (the "Stockholder Voting Agreements" and, together with this Agreement Agreement, the Stock Option Agreements and each Ancillary Agreement the Registration Rights Agreements, the "Transaction Documents") and to which they are a party, to perform carry out its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Stock Option Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionthe Board of Directors of each of Parent and Sub and by Parent as the sole stockholder of Sub, and and, except for the approval of Parent's stockholders to be sought at the stockholders' meeting contemplated by Section 7.4(b) hereof, no other corporate action or proceedings on the part of either Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution each of Parent and delivery by the Company, Sub and constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms terms, subject to the Remedies Exceptionsbankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMerger). The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the other Transaction Agreements to which each of them is a party, and the consummation by each of Parent and Merger Sub of the Transactions (including the Merger) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionor limited liability company action on the part of each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Matters. This Agreement has been and the other Transaction Agreements to which each of them is a party have been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties, constitutes a legal, valid constitute or will constitute the legal and binding obligation of each obligations of Parent and Merger Sub (as applicable), enforceable against each of Parent and Merger Sub, Sub (as applicable) in accordance with its terms their terms, subject to the Remedies ExceptionsException.

Authority Relative to this Agreement. Each of Parent and Merger Sub Acquisition has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary the Stockholders' 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 Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Stockholders' Agreement, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby including the Offer and the purchase of all Shares tendered pursuant thereto have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionthe boards of directors of Parent and Acquisition and by Parent as the sole stockholder of Acquisition, and no other corporate proceedings on the part of Parent or Merger Sub Acquisition are necessary to authorize this Agreement and each Ancillary the Stockholders' Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to transactions contemplated hereby and thereby including the Merger, (i) the Parent Stockholder Approval Offer and the approval by Paxxxx, as the sole member purchase of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)all Shares tendered pursuant thereto. This Agreement has and the Stockholders' Agreement each have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution each of Parent and delivery by the Company, Acquisition and each constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub Acquisition enforceable against each of Parent and Merger Sub, Acquisition in accordance with its terms subject to terms, except as such enforceability may be limited by any applicable conservator, receivership, bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Remedies Exceptionsenforcement of creditors' rights generally, and except as the availability of equitable remedies may be limited by the application of general principles of equity (regardless of whether such equitable principles are applied in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Merger Sub Purchaser has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements (to which they are the extent it is a party, to perform its obligations hereunder and thereunder party thereto) and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Ancillary Agreements (to the extent it is a party thereto) and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, the Boards of Directors of Purchaser and Parent and no other corporate or other proceedings on the part of Parent Parent, Purchaser or Merger Sub any of their affiliates are necessary to authorize this Agreement and each or the Ancillary Agreement Agreements (to which they are the extent it is a party thereto) or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions so contemplated. This Agreement has been been, and each of the Ancillary Agreements have been, or will prior to the Record Date be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution each of Parent and delivery by Purchaser (to the Company, constitutes extent it is a legal, party thereto) and constitute or (to the extent such agreement is not being entered into as of the date hereof) will constitute valid and binding obligation agreements of each of Parent and Merger Sub Purchaser, enforceable against each of Parent and Merger Sub, Purchaser in accordance with its terms subject their respective terms, except to the Remedies Exceptionsextent that enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar Laws, now or hereafter in effect, relating to creditors' rights generally and general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). SECTION 5.3.

Authority Relative to this Agreement. Each of Parent and Merger Sub The Company has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub the Company and the consummation by each of Parent and Merger Sub the Company of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of the Company, and no other corporate proceedings on the part of Parent or Merger Sub the Company are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) than, with respect to the Merger, (i) the Parent Stockholder Approval and adoption of this Agreement by the approval by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member of Merger Sub or then-outstanding Shares, if and to the extent required by written consentapplicable Law, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalDGCL). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the Company and, assuming the due authorization, execution and delivery by the CompanyParent and Purchaser, constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Sub the Company, enforceable against each of Parent and Merger Sub, the Company in accordance with its terms terms. Prior to the execution of this Agreement, the Board has taken all action necessary to exempt under or make not subject to the Remedies Exceptionsprovisions of Section 203 of the DGCL or any provision of the Certificate of Incorporation and the By-Laws of the Company that would require any corporate approval other than that otherwise required by the DGCL: (i) the execution of this Agreement, (ii) the Offer, (iii) the Merger and (iv) the other transactions contemplated by this Agreement. Prior to the execution of this Agreement, the Board has unanimously approved this Agreement and the Transactions and such approvals are sufficient so that the restrictions on business combinations set forth in Section 203(a) of the DGCL shall not apply to any of the Transactions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of Merger and the Parent Stockholder Approvalother 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, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Merger and the other transactions contemplated by this Agreement (other than, if required, the approval and adoption of the Related Party Transactions (other than as defined herein) by the requisite vote of approval of the shareholders of Parent (athe "Parent Shareholders' Approval") with respect entitled to vote on the Merger, (i) the Parent Stockholder Approval matter and the approval by Paxxxx, as filing of the sole member Certificate of Merger Sub, either at a duly convened meeting with the Secretary of State of the sole member State of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents Delaware as required by the DGCL DGCL). The board of directors of Parent, by resolutions duly adopted by vote at a meeting duly called and held and not subsequently rescinded or modified in any way on or prior to the date hereof, has duly approved this Agreement and the NRSMerger, and (b) with respect to determined that the issuance execution, delivery and performance of Parent Common Stock, the Parent Stockholder Approval)this Agreement is advisable. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a the legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Sub Purchaser has all necessary corporate or limited liability company power and authority to execute execute, deliver and deliver perform this Agreement and each the Final Ancillary Agreement Documents to which they are it is a party, to perform its obligations hereunder and thereunder party and to consummate the Transactions, transactions contemplated by this Agreement and the Final Ancillary Documents to which it is a party in each case subject to obtainment of accordance with the Parent Stockholder Approvalterms hereof and thereof. The execution execution, delivery and delivery performance by Parent and Purchaser of this Agreement by each of Parent and Merger Sub the Final Ancillary Documents to which it is a party, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on part of Parent and Purchaser, and no other corporate proceedings on the part of Parent or Merger Sub Purchaser are necessary to authorize this Agreement the execution, delivery and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxxperformance, as the sole member applicable, of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)this Agreement. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Purchaser, and, assuming the due authorization, execution and delivery of this Agreement by Seller, constitutes, and each Final Ancillary Document to which Parent or Purchaser is a party, when executed and delivered by Parent, Purchaser and/or their applicable Affiliate party thereto, and, assuming the due authorization, execution and delivery of such Final Ancillary Document by the Companyapplicable member of the Seller Group, constitutes will constitute, a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub Parent, Purchaser and/or its applicable Affiliates, enforceable against each of Parent and Merger SubParent, Purchaser and/or such Affiliates in accordance with its terms terms, subject to the Remedies Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub ------------------------------------ Acquisition has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement of the other Transaction Documents to which they are it is a party, to perform its obligations hereunder under this Agreement and thereunder each of the other Transaction Documents to which it is a party and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by and each of the other Transaction Documents to which Parent and Merger Sub or Acquisition is a party, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionthe boards of directors of Parent and Acquisition and by Parent as the sole shareholder of Acquisition, and no other corporate proceedings on the part of Parent or Merger Sub Acquisition are necessary to authorize this Agreement and each Ancillary Agreement or any of the other Transaction Documents to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated hereby and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and each of the other Transaction Documents to which Parent or Acquisition is a party have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andeach of Parent and Acquisition and constitute, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legalthe valid, valid legal and binding obligation agreements of each of Parent and Merger Sub Acquisition enforceable against each of Parent and Merger Sub, Acquisition in accordance with its terms their respective terms, subject to the Remedies Exceptionsany applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent GigCapital5 and Merger Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent GigCapital5 and Merger Sub and the consummation by each of Parent GigCapital5 and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent GigCapital5 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member then-outstanding shares of GigCapital5 Common Stock and by the holders of a majority of the then-outstanding shares of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent 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, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub GigCapital5 and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent GigCapital5 and Merger Sub, enforceable against GigCapital5 and Merger Sub in accordance with its terms terms, subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the requisite corporate or limited liability company power and authority to execute and deliver enter into this Agreement, the Escrow Agreement and each Ancillary the Registration Rights Agreement (as defined in Section 6.2(d)) and to which they are a party, to perform carry out its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvalhereunder. 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 each the respective Boards of Directors of Parent and Merger Sub and the consummation by each sole shareholder of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement, the Escrow Agreement and each Ancillary the Registration Rights Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxxtransactions contemplated hereby and thereby. This Agreement, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL Escrow Agreement and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Registration Rights Agreement has have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming due authorizationthis Agreement, execution the Escrow Agreement and delivery by the Company, 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 enforceable against each of Parent and Merger Sub, Sub in accordance with its terms their respective terms, except as the enforceability hereof or thereof may be subject to or limited by bankruptcy, insolvency, reorganization, arrangement or similar laws affecting the Remedies Exceptionsrights of creditors generally, judicial limitations upon the specific performance of certain types of obligations and public policy.

Authority Relative to this Agreement. Each of Parent Parent, First Merger Sub and Second Merger Sub has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMergers). The execution and delivery by Parent, First Merger Sub and Second Merger Sub of this Agreement by and the other Transaction Agreements to which each of Parent and Merger Sub them is a party, and the consummation by each of Parent Parent, First Merger Sub and Second Merger Sub of the Transactions (including the Mergers) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionor limited liability company action on the part of 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 and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)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 Paxxxx xnd Mexxxx Xub Parent, First Merger Sub and Second Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent and Parent, First Merger Sub and Second Merger Sub (as applicable), enforceable against each of Parent Parent, First Merger Sub and Second Merger Sub, Sub (as applicable) in accordance with its terms subject to 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 Remedies Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. Each of Parent Quartet, Holdco and Merger Sub has all necessary full corporate or limited liability company power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Quartet, Holdco or Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Quartet’s, Holdco’s and each Ancillary Agreement to which they are a party, to perform its Merger Sub’s obligations hereunder and thereunder and and, to consummate the Transactionstransactions contemplated hereby (including the Mergers). Other than the Quartet Stockholder Approval (as defined in Section 5.1(a)), in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent Quartet, Holdco and Merger Sub and the consummation by each of Parent Quartet, Holdco and Merger Sub of the Transactions transactions contemplated hereby (including the Mergers) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of Quartet, Holdco and Merger Sub (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 and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Quartet, Holdco and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother parties hereto, constitutes a legal, valid the legal and binding obligation of each of Parent and Merger Sub enforceable against each of Parent Quartet, Holdco and Merger Sub, enforceable against Quartet, Holdco and Merger Sub in accordance with its terms subject to terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement Agreement, as applicable, 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 Parent Stockholder Approvaltransactions contemplated hereby. 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 transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction 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 and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect transactions so contemplated. The Board of Directors of Parent has determined that it is advisable and in the best interests of Parent's stockholders for Parent to enter into this Agreement, and for Parent to consummate the Merger upon the terms and subject to the Merger, (i) conditions of this Agreement. The Board of Directors of Merger Sub has determined that it is advisable and in the Parent Stockholder Approval and the approval by Paxxxx, as the sole member best interests of Merger Sub's sole stockholder, either at a duly convened meeting of the sole member of Parent, for Merger Sub or by written consentto enter into this Agreement, and (ii) for Merger Sub to consummate the filing Merger upon the terms and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect subject to the issuance conditions of Parent Common Stock, the Parent Stockholder Approval)this Agreement. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub, and, assuming due authorization, execution and delivery by the Company, constitutes a the 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 Remedies Exceptions.

Authority Relative to this Agreement. Each The Board of Parent Directors of Merger Sub has declared the Merger advisable and Merger Sub has all necessary the requisite corporate or limited liability company power and authority to approve, authorize, execute and deliver this Agreement and each Ancillary to consummate the transactions contemplated hereby. The Board of Directors of Parent has declared the Merger and the related issuance of Parent Shares advisable and Parent has the requisite corporate power and authority to approve, authorize, execute and deliver this 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 transactions contemplated hereby. This Agreement and the consummation by Parent and Merger Sub of the Parent Stockholder Approval. The execution transactions contemplated hereby have been duly and delivery validly authorized by the Boards of this Agreement by each Directors of Parent and Merger Sub and by Parent as the consummation by each sole stockholder of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate actionSub, and no other corporate proceedings on the part of Parent or Merger Sub (including, in the case of Parent, any action or approval by its stockholders) are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming due authorization, execution this Agreement constitutes the valid and delivery by binding agreement of the Company, constitutes a legal, the valid and binding obligation of each of Parent and Merger Sub enforceable against each agreement of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject terms, subject, as to the Remedies Exceptionsenforceability, to bankruptcy, insolvency, reorganization and other laws of general applicability relating to or affecting creditors' rights and to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject transactions contemplated herein to obtainment be consummated by Parent. Each of (a) the Parent Stockholder Approval. 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 such transactions and (b) the Transactions issuance (the "Share Issuance") of shares of Parent Common Stock in accordance with the Merger have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or and Merger Sub and no other stockholder votes are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (such transactions other than (a) than, with respect to the MergerShare Issuance, (i) the Parent Stockholder Approval and the approval of the Share Issuance by Paxxxx, as an affirmative vote of a majority of the sole member shares of Merger Sub, either Parent Common Stock represented at a duly convened meeting of the sole member stockholders of Merger Sub Parent called for such purpose and entitled to vote thereon (provided that at least a majority of such shares are represented in person or by written consentproxy at such meeting), and (ii) the filing and recordation of appropriate merger documents as if required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)for NYSE purposes. This Agreement has been duly authorized and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution Parent and delivery by the Company, Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent Holdco and the Merger Sub has Subs have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and such Ancillary Agreements by each of Parent Holdco and the Merger Sub Subs and the consummation by each of Parent Holdco and the Merger Sub Subs of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Holdco or the Merger Sub Subs are necessary to authorize this Agreement and Agreement, each such Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the MergerTransactions, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxxthe Company, as the sole member stockholder of Holdco, and by Holdco, as the sole stockholder of Company Merger Sub and SPAC Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent Holdco Common StockStock and the amendment and restatement of the Holdco Organizational Documents pursuant to this Agreement, the Parent Stockholder Approvalapproval 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 Paxxxx xnd Mexxxx Xub Holdco and the Merger Subs and, assuming due authorization, execution and delivery by the CompanyCompany and SPAC, constitutes a legal, valid and binding obligation of each of Parent and Holdco or the Merger Sub Subs, enforceable against each of Parent and Holdco or the Merger Sub, Subs in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the requisite corporate or limited liability company power and authority to execute (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMerger). The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the other Transaction Documents to which each of them is a party, and the consummation by each of Parent and Merger Sub of the Transactions (including the Merger) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionor limited liability company action on the part of each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Documents to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Matters. This Agreement has and the other Transaction Documents to which each of them is a party have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties, constitutes a legal, valid constitute the legal and binding obligation of each obligations of Parent and Merger Sub (as applicable), enforceable against each of Parent and Merger Sub, Sub (as applicable) in accordance with its terms subject to 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 Remedies Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approvaltransactions contemplated hereby. 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 transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction 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 and each Ancillary Agreement to which they are a party or to consummate the Transactions transactions so contemplated (other than the approval (a"Parent Stockholder Approval") with respect by the holders of at least a majority of the outstanding shares of Parent Common Stock (as hereinafter defined) of an amendment to the Merger, (i) the Certificate of Incorporation of Parent Stockholder Approval to authorize additional shares of Parent Preferred Stock and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common StockPreferred Stock in accordance with the terms of this Agreement, all in accordance with Delaware Law and Parent's Certificate of Incorporation and By-Laws (the "Parent Stockholder ApprovalPreferred Stock Matters")). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, 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 Remedies Exceptions.

Authority Relative to this Agreement. (a) Each of Parent Parent, Merger Sub and Merger Sub II has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMergers). The execution and delivery by Parent, Merger Sub and Merger Sub II of this Agreement by and the other Transaction Agreements to which each of Parent and Merger Sub them is a party, and the consummation by each of Parent Parent, Merger Sub and Merger Sub II of the Transactions (including the Mergers) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionor similar action on the part of each of Parent, Merger Sub and Merger Sub 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 and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)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 Paxxxx xnd Mexxxx Xub Parent, Merger Sub and Merger Sub II and, assuming the due authorization, execution and delivery thereof by the Companyother Parties, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent Parent, Merger Sub and Merger Sub II (as applicable), enforceable against each of Parent Parent, Merger Sub and Merger Sub, Sub II (as applicable) in accordance with its terms subject to 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 Remedies Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. Each of Parent Corel and Merger Sub has all necessary full corporate or limited liability company power and authority to execute and deliver enter into this Agreement and each Ancillary Agreement and, subject (in the case of this Agreement) to which they are a partyobtaining the Corel Shareholders' Approval (as defined in Section 6.03 (a)), to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby. On or prior to the date hereof, in each case subject to obtainment of the Parent Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by each of Parent Corel and Merger Sub and the consummation by each of Parent Corel and Merger Sub of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized approved by all necessary corporate actionits Board of Directors and by the sole shareholder of 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 directed 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 by Corel and each Ancillary Agreement to which they are a party or to consummate Sub and the Transactions (consummation by Corel and Sub of the transactions contemplated hereby, other than (a) with respect to obtaining the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Corel Shareholders' Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Corel and Sub and, assuming due and valid authorization, execution and delivery hereof by the Companyother parties hereto, constitutes a legal, valid and binding obligation agreement of each of Parent Corel and Merger Sub enforceable against each of Parent Corel and Merger Sub, Sub in accordance with its terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Remedies Exceptionsenforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub Purchaser has all necessary corporate or limited liability company power and authority to execute execute, deliver and deliver perform this Agreement and each the Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder Agreements and to consummate the Transactions, transactions contemplated by this Agreement and the Ancillary Agreements in each case subject to obtainment of accordance with the Parent Stockholder Approvalterms hereof and thereof. The execution execution, delivery and delivery performance by Parent and Purchaser of this Agreement by each of Parent and Merger Sub the Ancillary Agreements, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Purchaser, and no other corporate proceedings on the part of Parent or Merger Sub Purchaser are necessary to authorize this Agreement the execution, delivery and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxxperformance, as the sole member applicable, of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)this Agreement. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Purchaser, and, assuming the due authorization, execution and delivery of this Agreement by Seller, constitutes, and each Ancillary Agreement when executed and delivered by Parent, Purchaser and/or their applicable Affiliate party thereto, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by the Companyapplicable member of the Seller Group, constitutes will constitute, a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub Parent, Purchaser and/or its applicable Affiliates, enforceable against each of Parent and Merger SubParent, Purchaser and/or such Affiliates in accordance with its terms terms, subject to the Remedies Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent Novus, and Merger Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent Novus and Merger Sub and the consummation by each of Parent Novus and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Novus 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member then-outstanding shares of Novus Common Stock and by the holders of a majority of the then outstanding shares of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent 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, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Novus and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Novus or Merger Sub, enforceable against Novus or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent the SPAC, and Merger Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by each of the SPAC and Merger Sub of this Agreement 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 Parent the SPAC and Merger Sub of its obligations hereunder and thereunder and the consummation by each of Parent the SPAC and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent the SPAC 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 (a) with respect to the Merger, (i) the Parent SPAC Stockholder Approval and the approval by Paxxxx, the SPAC as the sole member of Merger Sub, either at a duly convened meeting of the sole member stockholder of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent New SPAC Common Stock, the Parent 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 Paxxxx xnd Mexxxx Xub the SPAC and Merger Sub and, assuming due authorization, execution and delivery by the Companyother party or parties thereto, constitutes (or will then constitute) a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and the SPAC or Merger Sub, enforceable against the SPAC or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Acquisition Sub has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary the Registration Rights Agreement in the form attached as Exhibit J hereto (the “Registration Rights Agreement”) to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby, in each case subject to obtainment of including the Parent Stockholder ApprovalMerger. The execution and delivery by Parent and Acquisition Sub of this Agreement by each of Parent and Merger Sub CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. ASTERISKS (*) DENOTE SUCH OMISSIONS. 58 Agreement, and the consummation execution and delivery by each of Parent and Merger Sub of the Transactions have beenRegistration Rights Agreement, and each Ancillary Agreement to which they are a party will bethe performance of Parent’s and Acquisition Sub’s respective obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate action, the respective boards of directors of Parent and Acquisition Sub and no other corporate proceedings on the part of either Parent or Merger Acquisition Sub are necessary to authorize the execution, delivery and performance of this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Registration Rights Agreement. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Acquisition Sub and, assuming due authorization, execution and delivery of this Agreement by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and Merger Acquisition Sub enforceable against each of Parent and Merger Sub, in accordance with its terms subject to terms. The Registration Rights Agreement, when executed and delivered by Parent, will be duly executed and delivered by Parent and, assuming due authorization, execution and delivery of the Remedies ExceptionsRegistration Rights Agreement by the other parties thereto, will constitute a valid and binding obligation of Parent enforceable in accordance with its terms.

Authority Relative to this Agreement. Each of Parent Parent, First Merger Sub and Second Merger Sub has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMergers). The execution and delivery by Parent, First Merger Sub and Second Merger Sub of this Agreement by and the other Transaction Agreements to which each of Parent and Merger Sub them is a party, and the consummation by each of Parent Parent, First Merger Sub and Second Merger Sub of the Transactions (including the Mergers) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionor limited liability company action on the part of 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 and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)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 Paxxxx xnd Mexxxx Xub Parent, First Merger Sub and Second Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent and Parent, First Merger Sub and Second Merger Sub (as applicable), enforceable against each of Parent Parent, First Merger Sub and Second Merger Sub, Sub (as applicable) in accordance with its terms subject to 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 Remedies Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. Each of Parent Adara, and Merger Mxxxxx Sub has have all necessary corporate or limited liability company power and authority and have taken all corporate action necessary in order to execute and deliver this Agreement and each Ancillary Agreement Transaction Document to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and each Transaction Document to which it is a party by each of Parent Adara and Merger Sub and the consummation by each of Parent Adara and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Adara or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement Transaction Document to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member then-outstanding shares of Adara Common Stock and by the holders of a majority of the then outstanding shares of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent Adara Common Stock and the amendment and restatement of the Adara Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Adara Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Axxxx and Mxxxxx Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Adara or Merger Sub, enforceable against Adara or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approvaltransactions contemplated hereby. 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 transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions transactions contemplated hereby (other than (a) with respect to the Merger, (i) the consent of Parent Stockholder Approval as sole stockholder of Merger Sub and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member Share Issuance (as defined in Section 7.01) by the requisite vote of Merger Sub or by written consentstockholders of Parent at the Parent Stockholders' Meeting (as defined in Section 7.01), the Domestication (as defined in Section 7.01) and (ii) the filing and recordation of appropriate merger documents the Certificate of Merger as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalDelaware Law). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub, and, assuming the due authorization, execution and delivery by the Company, each such agreement constitutes a legal, valid and binding obligation of each of Parent and/or Merger Sub, as the case may be, enforceable against Parent and Merger Sub enforceable against each of Parent and Merger Sub, in accordance with its terms subject terms, except to the Remedies Exceptionsextent that enforceability hereof may be limited by applicable bankruptcy, insolvency, reorganization or other similar laws affecting the enforcement of creditors' rights generally and by principles of equity regarding the availability of remedies.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject transactions contemplated herein to obtainment be consummated by Parent. Each of (i) the Parent Stockholder Approval. 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 such transactions, (ii) and the Transactions issuance (the "Share Issuance") of shares of Parent Common Stock pursuant to the Merger or the Substitute Options, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, action and no other corporate proceedings on the part of Parent or and Merger Sub and no other shareholder votes are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (such transactions other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting requisite vote of the sole member holders of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance shares of Parent Common Stock, . The Board of Directors of Parent has directed that this Agreement and the Parent Stockholder Approval)transactions contemplated hereby be submitted to Parent's shareholders for approval at a meeting of such shareholders. This Agreement has been duly authorized and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution Parent and delivery by the Company, Merger Sub and constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approvaltransactions contemplated hereby. 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 transactions contemplated hereby (subject to the satisfaction of the conditions to consummation set forth herein) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the party of Parent and Merger Sub, and no other corporate proceedings on the part of Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member transactions so contemplated. The Board of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance Directors of Parent Common Stock, has determined that it is advisable and in the best interest of Parent's stockholders for Parent Stockholder Approval)to enter into and perform this Agreement. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against each of them in accordance with its terms subject terms, except as the enforceability thereof may be limited by (i) the effect of bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or other similar laws now or hereafter in effect relating to or affecting the Remedies Exceptionsrights and remedies of creditors generally, and (ii) the effect of general principles of equity, whether enforcement is considered in a proceeding in equity or at law, and the discretion of the court before which any proceeding therefor may be brought.

Authority Relative to this Agreement. Each of Parent Adara, and Merger Sub has have all necessary corporate or limited liability company power and authority and have taken all corporate action necessary in order to execute and deliver this Agreement and each Ancillary Agreement Transaction Document to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and each Transaction Document to which it is a party by each of Parent Adara and Merger Sub and the consummation by each of Parent Adara and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Adara or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement Transaction Document to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member then-outstanding shares of Adara Common Stock and by the holders of a majority of the then outstanding shares of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent Adara Common Stock and the amendment and restatement of the Adara Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of Adara Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Adara and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Adara or Merger Sub, enforceable against Adara or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Seller and Parent and Merger Sub has all necessary corporate or limited liability company other power and authority authority, and has taken all corporate or other action necessary, to execute execute, deliver and deliver perform this Agreement and each the Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder Agreements and to consummate the TransactionsTransactions in accordance with the terms of this Agreement and such Ancillary Agreements, except, in each the case subject to obtainment of Parent, the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub , and the consummation by each of Parent and Merger Sub Board has recommended that Parent’s stockholders vote in favor of the Transactions have approval of the Transactions. This Agreement has been, and each Ancillary Agreement to which they are a party when executed will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Seller and Parent and, assuming the due authorizationauthorization (including the Parent Stockholder Approval), execution and delivery by the CompanyPurchaser of this Agreement or such Ancillary Agreements, to which it is a party, constitutes a legalvalid, valid legal and binding obligation agreement of each of Seller and Parent and Merger Sub (as applicable), enforceable against each of Seller and Parent and Merger Sub, (as applicable) in accordance with its terms subject terms, subject, as to the Remedies Exceptionsenforcement of remedies, to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The affirmative vote of the holders of a majority of the issued and outstanding shares of Parent’s capital stock entitled to vote thereon to adopt this Agreement and to approve the Transactions (the “Parent Stockholder Approval”) is the only vote, approval or consent of the holders of any class or series of Parent’s capital stock of Parent or any of its Subsidiaries that is necessary to adopt and approve this Agreement and approve the consummation of the Transactions.

Authority Relative to this Agreement. Each of Parent and Merger Sub Kensington has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by Kensington of this Agreement and the other Transaction Documents to which Kensington is or will at the Closing be a party, the performance by each Kensington of Parent its obligations hereunder and Merger Sub thereunder and the consummation by each of Parent and Merger Sub Kensington of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub Kensington are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Kensington Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentApproval, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent New Kensington Common StockStock and the amendment of the Kensington Organizational Documents, the Parent Kensington Stockholder Approval, and the Holdco Shareholder Approvals). This Agreement has been been, and the other Transaction Documents to which Kensington is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Kensington and, assuming due authorization, execution and delivery by the Companyother party or parties thereto, constitutes (or will then constitute) Table of Contents a legal, valid and binding obligation of each of Parent and Merger Sub Kensington, enforceable against each of Parent and Merger Sub, Kensington in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Acquisition Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, to perform its obligations hereunder under this Agreement and thereunder the other Transaction Agreements to which it is a party and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger the other Transaction Agreements to which Acquisition Sub is a party and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized and adopted by all necessary corporate action, the board of directors of Acquisition Sub and no by Parent as the sole shareholder of Acquisition Sub. This Agreement and the other corporate proceedings on the part of Transaction Agreements to which Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by PaxxxxAcquisition Sub, as the sole member of Merger Subcase may be, either at is a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has party have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andeach of Parent and Acquisition Sub, as the case may be, and constitute, assuming the due authorization, execution and delivery hereof and thereof by the CompanyCompany and any subsidiary of the Company that is a party thereto, constitutes a legalvalid, valid legal and binding obligation agreements of each of Parent and Merger Sub Acquisition Sub, as the case may be, enforceable against each of Parent and Merger Acquisition Sub, as the case may be, in accordance with its terms their terms, subject to the Remedies Exceptionsany applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub ------------------------------------ has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Company Voting Agreements to which they are it is a party, party and to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement and the Company Voting Agreements to which it is a party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction 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 and each Ancillary Agreement or the Company Voting Agreements to which they are it is a party party, or to consummate the Transactions (other than (a) with respect transactions so contemplated, subject only to the Merger, (i) approval of the Parent Stockholder Approval Share Issuance by Parent's shareholders and the approval by Paxxxx, as filing of the sole member Certificate of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect pursuant to the issuance of Parent Common Stock, the Parent Stockholder Approval)Delaware Law. This Agreement has and the Company Voting Agreements to which it is a party have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid constitute legal and binding obligation of each of Parent and Merger Sub enforceable against each obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to the Remedies Exceptionstheir respective terms, except as may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors' rights generally and general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. 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 this Agreement and the Transactions have beenAncillary Agreements to which it is a party, and the performance by each Ancillary Agreement to which they are a party will beof Parent and Merger Sub of its obligations hereunder and thereunder, have been duly and validly authorized by all necessary corporate actionaction by the Board of Directors of each of Parent and Merger Sub, and no other corporate proceedings action on the part of either of Parent or and 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)is necessary. This Agreement has and the Ancillary Agreements to which each of Parent and Merger Sub is a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof (and in the case of the Ancillary Agreements to which Parent or Merger Sub is a party thereof) by the CompanyCompany and/or the other parties thereto, constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and or Merger Sub enforceable against each of Parent and or Merger Sub, Sub in accordance with its terms subject to the Remedies Exceptionsrespective terms.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder the other agreements contemplated hereby and to consummate the Transactions, in each case subject to obtainment of Merger and the Parent Stockholder Approvalother transactions contemplated hereby. The execution and delivery of this Agreement and the other agreements contemplated hereby and the consummation of the Merger and the other transactions contemplated hereby have been duly and validly authorized by the board of directors of each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of either Parent or Merger Sub or stockholders are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party the other agreements contemplated hereby or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval Merger and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)other transactions contemplated hereby. This Agreement has and the other agreements contemplated hereby have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andParent and Merger Sub and constitute, and each of the other documents, agreements or instruments to be delivered hereunder by Parent or Merger Sub when executed and delivered by Parent or Merger Sub will be duly and validly executed and delivered by Parent or Merger Sub, as the case may be, and will constitute, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation agreement of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against each of them in accordance with its terms subject terms, except to the Remedies Exceptionsextent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting the enforcement of creditors' rights generally or by general equitable principles.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement to which they are a partyAgreements, to perform its respective obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the Ancillary Agreements and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionand stockholder action 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 and each the Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval Agreements and the approval consummation by Paxxxx, as the sole member of Parent and Merger Sub, either at a duly convened meeting Sub of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)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 Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, authorization and the valid execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, Sub in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent ------------------------------------ and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Merger and the Other Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Merger and the Other Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or and Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Merger or such Other Transactions (other than the authorization and approval of the issuance of Parent Stock in connection with the Merger by the affirmative vote of the holders of a majority of the votes cast by the holders of Parent Stock, provided, that the total votes cast represents over -------- 50% in interest of all securities entitled to vote, as required by the Listed Company Manual of the NYSE (a) with respect to the Merger, (i) the "Parent Stockholder Approval Vote") and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the ----------------------- filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalMBCL). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms terms, subject to the Remedies Exceptionseffect of any applicable bankruptcy, insolvency (including 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.

Authority Relative to this Agreement. Each of Parent and Parent, Merger Sub has and Successor Sub have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and, subject to obtaining the Parent Stockholders’ Approval and each Ancillary the adoption or approval, as the case may be, of this Agreement to which they are a partyby Parent in its capacity as the sole stockholder or member, as applicable, of Merger Sub and Successor Sub, to perform its their respective obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement by each of Parent Parent, Merger Sub and Merger Successor Sub and the consummation by each of Parent Parent, Merger Sub and Merger Successor Sub of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionor limited liability company action on the part of Parent, Merger Sub and Successor Sub, and no other corporate proceedings on the part of Parent or (other than, with respect to the Share Issuance, receipt of the Parent Stockholders’ Approval), Merger Sub (other than the adoption of this Agreement by Parent as the sole stockholder of Merger Sub) or Successor Sub (other than the approval of Agreement by Parent as the sole member of Successor Sub) are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent, Merger Sub and Successor Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Parent, Merger Sub and Successor Sub, enforceable against each of Parent Parent, Merger Sub and Merger Sub, Successor Sub in accordance with its terms terms, subject to the Remedies Bankruptcy and Equity Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction by the board of directors of Parent and Merger Sub, and no other corporate proceedings action on the part of the board of directors of Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement Agreements to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval consummation by Paxxxx, as the sole member of Parent and Merger Sub, either at a duly convened meeting Sub of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements to which each of Parent and Merger Sub is a party have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the CompanyCompany and/or the other parties thereto, constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, Sub in accordance with its terms subject their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub Party has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder ApprovalApproval or the approval of Pubco as the sole stockholder of each of the Merger Subs, as applicable. The execution and delivery of this Agreement by each of Parent and Merger Sub Party and the consummation by each of Parent and Merger Sub Party of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate or limited liability company action, as applicable, and no other corporate or limited liability company proceedings on the part of any Parent or Merger Sub are Party is necessary to authorize this Agreement and each Ancillary Agreement to which they are it is a party or to consummate the Transactions (other than (a) with respect to the MergerMergers, (i) the Parent Stockholder Approval and Approval, the approval by PaxxxxParent, as the sole member stockholder of Pubco Merger Sub, either at a duly convened meeting and the approval of Pubco as the sole stockholder of each of the sole member of Merger Sub or by written consentSubs, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSTBOC, as applicable, and (b) with respect to the issuance of Parent Pubco Common StockStock and the amendment and restatement of the Pubco Certificate of Incorporation pursuant to this Agreement, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of the Parent Parties and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Party enforceable against each of Parent and Merger Subit, in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary organizational corporate or limited liability company and other power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and and, subject to the satisfaction of the conditions agreed in this Agreement to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. 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 have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent 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 (a) than, with respect to the Mergerapplicable Transactions, (i) the approval and adoption of this Agreement by the Required Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalStockholders’ Meeting). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming due authorization, authorization and execution and delivery by the Companyeach other Party, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against Parent and Merger Sub, as applicable, in accordance with its terms, subject to the Remedies Exceptions. Each Ancillary Agreement to be executed by Parent and/or Merger Sub at or prior to the Closing will be, when executed and delivered by Parent and/or Merger Sub, duly and validly executed and delivered and, assuming due authorization and execution by each other Party thereto and the consummation of the Closing, will constitute a valid and binding obligation of each of Parent and Merger Sub, enforceable against Parent and Merger Sub, as applicable, in accordance with its terms terms, subject to the any applicable Remedies ExceptionsException.

Authority Relative to this Agreement. Each of Parent and Merger ------------------------------------ Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment transactions contemplated by this Agreement. Each of (a) the Parent Stockholder Approval. 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 such transactions and (b) the Transactions have been, and each Ancillary Agreement to which they are a party will be, issuance of shares of Parent Common Stock in accordance with the Merger has been duly and validly authorized by all necessary corporate action, action by Parent and Merger Sub and no other corporate proceedings on the part of Parent or and Merger Sub and no other stockholder votes are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (such transactions, other than (a) than, with respect to the MergerShare Issuance, as provided in Section 4.16. The Board of Directors of Parent, by resolutions adopted by unanimous vote of those voting (and not subsequently rescinded or modified in any way) at a meeting duly called and held at which a quorum was present and acting throughout, has duly (i) the Parent Stockholder Approval determined that this Agreement and the approval by Paxxxx, as Merger are fair to and in the sole member best interests of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentParent and its stockholders, and has declared the Merger to be advisable, (ii) approved and adopted this Agreement, the filing and recordation of appropriate merger documents as required by Merger, the DGCL Share Issuance and the NRSother transactions contemplated hereby, (iii) resolved to recommend the Share Issuance to its stockholders for approval and (biv) with respect directed that the Share Issuance be submitted to the issuance of Parent Common Stock, the Parent Stockholder Approval)its stockholders for consideration. This Agreement has been duly authorized and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution Parent and delivery by Merger Sub and constitutes the Company, constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub Acquisition has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder under this Agreement and to consummate the Transactionstransactions contemplated hereby, subject in each the case subject to obtainment of the issuance of shares of Parent Stockholder ApprovalCommon Stock pursuant to the Merger to obtaining the approval of such issuance of shares by an affirmative vote of the holders of a majority of the outstanding shares of Parent Common Stock in accordance with Rule 312.03 of the Listed Company Manual of the NYSE (the "PARENT STOCKHOLDER APPROVAL"). 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 transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part Board of Directors of Parent or Merger Sub are necessary to authorize this Agreement (the "PARENT BOARD"), the Board of Directors of Acquisition and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the by Parent Stockholder Approval and the approval by Paxxxx, as the sole member stockholder of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Acquisition. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andeach of Parent and Acquisition and constitutes, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub Acquisition enforceable against each of Parent and Merger Sub, Acquisition in accordance with its terms terms, subject to the Remedies Exceptionsany applicable bankruptcy, insolvency (including all applicable laws relating to fraudulent transfers), reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of (a) Parent and Merger Sub has have all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary other agreement, document, instrument or certificate contemplated by this Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate be executed by Parent and/or Merger Sub in connection with the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution execution, delivery and delivery performance of this Agreement and the Transaction Documents to which it is party and the consummation by it of the Mergers and the Contribution and the other transactions contemplated hereby and thereby have been duly authorized by all necessary corporate action on the part of each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate actionSub, and no other corporate proceedings on the part of Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)such transactions. This Agreement has been been, and each of such Transaction Documents to which it is party will be at or prior to the Closing, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Companyother parties hereto and thereto, constitutes a this Agreement constitutes, and each such Transaction Document when so executed and delivered, will constitute, the legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent or Merger Sub, as applicable, in accordance with its terms terms, subject to the Remedies ExceptionsBankruptcy and Equity Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement and, subject to which they are a partyobtaining the approval of the stockholders of Parent of the Share Issuance, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. 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 transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction 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 and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect transactions so contemplated, subject only to the Merger, (i) approval of the Share Issuance by Parent’s stockholders in accordance with the rules of Nasdaq and the Parent Stockholder Approval Charter Documents and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents the Certificate of Merger as required by Delaware Law. The Board of Directors of Parent has approved this Agreement, the DGCL Merger and the NRSother transactions contemplated hereby and has recommended that Parent’s stockholders approve the Share Issuance. Parent, and (b) with respect to as the issuance sole stockholder of Parent Common StockMerger Sub, will, following the Parent Stockholder Approval)execution of this Agreement, adopt this Agreement. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid legal and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Purchaser and the Parent and Merger Sub has all necessary corporate or limited liability company requisite power and authority (corporate or otherwise) to execute execute, deliver and deliver preform this Agreement and each Ancillary Agreement Document to which they are it is a party and any and all instruments necessary or appropriate in order to effectuate fully the terms and conditions of each such Agreement and Document to which it is a party and to perform and consummate the Transactions. The Agreement and each Document to which each of the Purchaser and the Parent is a party, to perform and the performance of its respective obligations hereunder and thereunder and to consummate the Transactionsthereunder, in each case subject to obtainment of the Parent Stockholder Approval. 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 have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings requisite action on the part of Parent or Merger Sub are necessary to authorize this and the Purchaser, as applicable, and the Agreement and each Ancillary Agreement Document to which they are Parent and Purchaser, as applicable, is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andParent and Purchaser, assuming due authorizationas applicable, and constitutes, or upon its execution and delivery as contemplated by the Companythis Agreement will constitute, constitutes a legal, valid and legally binding obligation of each of Parent and Merger Sub Purchaser, as applicable, enforceable against each of Parent and Merger Sub, Purchaser in accordance with its terms subject and conditions, except as limited by the General Enforceability Exceptions. The Board of Directors (or the appropriate committee thereof) of each of the Parent and Purchaser (i) has determined that this Agreement, the Documents and the other transactions contemplated hereby are desirable and in the best interests of the Parent and Purchaser and their respective shareholders and (ii) have approved this Agreement, the Documents to which it is a party, and the Remedies Exceptionsother transactions contemplated hereby. No other corporate proceedings on the part of the Parent and Purchaser, as applicable, are necessary to authorize this Agreement, the Documents to which it is a party or any certificate or other instrument required to be executed and delivered by the Parent and Purchaser pursuant hereto or to consummate the issuance of the Consideration Shares or any other transactions contemplated hereby or thereby. None of such actions have been amended, rescinded or modified.

Authority Relative to this Agreement. Each Purchaser and each Affiliate of Parent and Merger Sub Purchaser that is a party to any Ancillary Agreement has all necessary corporate or limited liability company similar power and authority authority, and has taken all corporate or similar action necessary, to execute execute, deliver and deliver perform this Agreement and each the Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder Agreements and to consummate the Transactions, transactions contemplated by this Agreement and the Ancillary Agreements in each case subject to obtainment accordance with the terms hereof and thereof. No vote or other approval of the Parent Stockholder Approval. The execution and equityholders of Purchaser or any of Purchaser’s Affiliates, as applicable, is required in connection with the execution, delivery or performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party Agreements or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated by this Agreement and the approval Ancillary Agreements in accordance with the terms hereof and thereof, whether by Paxxxx, as the sole member reason of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stockapplicable Law, the Parent Stockholder Approval)Organizational Documents of Purchaser or any of its applicable Affiliates, the rules or requirements of any securities exchange, or otherwise. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Purchaser, and, assuming the due authorization, execution and delivery of this Agreement by Parent, Seller and the Companyother Purchaser, constitutes will constitute, and each Ancillary Agreement when executed and delivered by Purchaser or its applicable Affiliates, and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Parent or the applicable Subsidiary of Parent, will constitute, a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub Purchaser and/or its applicable Affiliates, enforceable against each of Parent and Merger Sub, Purchaser and/or such Affiliates in accordance with its terms terms, subject to the Remedies Enforceability Exceptions.

Authority Relative to this Agreement. Each Subject only to the requisite ------------------------------------ approval of the Amended and Restated Certificate of Incorporation of Parent by the stockholders of Parent, each of Parent and Merger Sub has all necessary have full corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its their obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction by the Board of Directors of each of Parent and Merger Sub, and no other corporate proceedings action on the part of the Board of Directors of either Parent or Merger Sub are necessary is required to authorize the execution, delivery and performance of this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the consummation by Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Sub of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery hereof by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, Sub in accordance with its terms subject respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the Remedies Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent Pensare, and Merger Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent Pensare and Merger Sub and the consummation by each of Parent Pensare and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Pensare 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member then-outstanding shares of Pensare Common Stock and by the holders of a majority of the then-outstanding shares of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent Pensare Common Stock and the amendment and restatement of the Pensare Certificate of Incorporation pursuant to this Agreement, the approval of majority of the then-outstanding shares of Pensare Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Pensare and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Pensare or Merger Sub, enforceable against Pensare or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approvaltransactions contemplated hereby. 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 transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub (other than the approval of the issuance of Parent Common Stock in the Merger by the affirmative vote of the holders of a majority of the voting power of the shares of the Parent Common Stock present in person, or represented by proxy, and entitled to vote thereon at the meeting of holders of Parent Common Stock to be called therefor, provided that the shares so present or represented constitute a majority of the outstanding shares of Parent Common Stock) are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) transactions contemplated thereby. The Board of Directors of Parent has determined that it is advisable and in the best interest of Parent's stockholders for Parent to enter into a business combination with respect the Company upon the terms and subject to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member conditions of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)this Agreement. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes 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 to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent Parent, Merger Sub and Second Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement Agreement, and, subject to obtaining the necessary approvals of the stockholders of each of Merger Sub and each Ancillary Agreement to which they are a partySecond Merger Sub, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of Merger and the Parent Stockholder Approvalother transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent Parent, Merger Sub and Second Merger Sub and the consummation by each of Parent Parent, Merger Sub and Second Merger Sub of the Transactions Merger and the other transactions contemplated by this Agreement have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Parent, Merger Sub or Second Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalDGCL). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent, Merger Sub and Second Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Parent, Merger Sub and Second Merger Sub, enforceable against each of Parent Parent, Merger Sub and Second Merger Sub, Sub in accordance with its terms terms, subject to the Remedies Exceptionseffect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Laws affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub the SPAC Parties has all necessary corporate or limited liability company organizational power and authority to execute and deliver this Agreement and each Ancillary Agreement of the Transaction Documents to which they are any of them is a partyparty and, subject to obtaining the Required SPAC Shareholder Approval, to perform its respective obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvalthereunder. The execution and delivery of this Agreement and each of the Transaction Documents to which any of them is a party by each of Parent and Merger Sub the SPAC Parties and the consummation by each of Parent and Merger Sub the SPAC Parties of the Transactions have been duly and validly authorized by all necessary organizational action other than obtaining the Required SPAC Shareholder Approval, and no other corporate or limited liability company proceedings on the part of the SPAC Parties, as applicable, are necessary to authorize this Agreement, any of the Transaction Documents to which any of them is a party or to consummate the Transactions other than obtaining the Required SPAC Shareholder Approval. This Agreement has been, and each Ancillary Agreement of the Transaction Documents to which they are any of them is a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the SPAC Parties and, assuming obtaining the Required SPAC Shareholder Approval and due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub the SPAC Parties, enforceable against each of Parent and Merger Sub, the SPAC Parties in accordance with its terms terms, subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and GX, First Merger Sub has and Second Merger Sub have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent GX, First Merger Sub and Second Merger Sub and the consummation by each of Parent GX, First Merger Sub and Second Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate or limited liability company action, as applicable, and no other corporate or limited liability company proceedings on the part of Parent GX, First Merger Sub or Second 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 (a) with respect to the MergerMergers, (i) the Parent Stockholder Approval approval and adoption of this Agreement by the approval holders of a majority of the then-outstanding shares of GX Common Stock and by PaxxxxGX, as the sole member stockholder of First Merger Sub, either at a duly convened meeting of the sole member stockholder of First Merger Sub or by written consent, and by the holders of a majority of the then-outstanding membership interests of Second Merger Sub, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDLLCA, and (b) with respect to the issuance of Parent GX Common Stock and the amendment and restatement of the GX Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of GX Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub GX, First Merger Sub and Second Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent GX, First Merger Sub and Second Merger Sub enforceable against each of Parent and GX, First Merger Sub, or Second Merger Sub, in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent Parent, Holdings and Merger Acquisition Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, to perform its obligations hereunder under this Agreement and thereunder the other Transaction Agreements to which it is a party and to consummate 52 the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger the other Transaction Agreements to which Acquisition Sub is a party and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized and adopted by all necessary corporate action, the board of directors of Acquisition Sub and no other corporate proceedings on by Holdings as the part sole stockholder of Parent or Merger Sub are necessary to authorize this Acquisition Sub. This Agreement and each Ancillary Agreement the other Transaction Agreements to which they are a party Parent, Holdings or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by PaxxxxAcquisition Sub, as the sole member of Merger Subcase may be, either at is a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has party have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andeach of Parent, Holdings and Acquisition Sub, as the case may be, and constitute, assuming the due authorization, execution and delivery hereof and thereof by the CompanyCompany and any subsidiary of the Company that is a party thereto, constitutes a legalvalid, valid legal and binding obligation agreements of each of Parent Parent, Holdings and Merger Sub Acquisition Sub, as the case may be, enforceable against each of Parent Parent, Holdings and Merger Acquisition Sub, as the case may be, in accordance with its terms their terms, subject to the Remedies Exceptionsany applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors’ rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Mxxxxx Sub has full corporate power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Merger Sub has all necessary corporate executed or limited liability company power and authority delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out each of Parent’s and each Ancillary Agreement to which they are a party, to perform its Mxxxxx Sub’s obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMerger) and the transactions contemplated by the other Transaction Agreements. The execution and delivery of this Agreement by each of Parent Pxxxxx and Merger Sub and the consummation by each of Parent Pxxxxx and Merger Sub of the Transactions (including the Merger) and the transactions contemplated by the other Transaction Agreements (other than the authorization, filing and/or registration of the Plan of Merger, the Name Change Amendment, the Capitalization Amendment, the change of directors of SPAC in accordance with Section 5.2 and the A&R Memorandum and Articles of Association, as applicable) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, action on the part of Parent and Merger Sub (including the approval by its board of directors),and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (and the transactions contemplated by the other Transaction Agreements, other than the Parent Shareholder Approval (a) with respect to as defined in Section 5.1(a)), the authorization, filing and registration of the Plan of Merger, (i) the Name Change Amendment, the Capitalization Amendment, the change of directors of the Parent Stockholder Approval in accordance with Section 5.2 and the approval by Paxxxxadoption of the A&R Memorandum and Articles of Association, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approvalapplicable). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Pxxxxx and Mxxxxx Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties hereto, constitutes a legal, valid the legal and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement, the Founder Voting Agreement and each Ancillary the Founder Non-Competition Agreement to which they are a party(collectively, the "TRANSACTION AGREEMENTS"), to perform its obligations hereunder and thereunder thereunder, and to consummate the Transactionstransactions contemplated hereby and thereby. The execution, in each case subject to obtainment delivery and performance of the Parent Stockholder Approval. The execution and delivery of this Agreement Transaction Agreements by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized authorized, approved and declared advisable by all necessary corporate actionthe Boards of Directors of Parent and Merger Sub, and approved by Luxottica U.S. Holdings Corp., a Delaware corporation and the sole shareholder of Merger Sub (the "SOLE SHAREHOLDER"), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or approve the Transaction Agreements or to consummate the Transactions transactions contemplated thereby (other than (a) than, with respect to the Merger, (i) the Parent Stockholder Approval and filing of the approval by Paxxxx, as the sole member Articles of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents other instruments as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalWBCA). This Agreement Each of the Transaction Agreements has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming the due and valid authorization, execution and delivery by the Company, constitutes a legal, legally valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, them in accordance with its terms terms, except that such enforceability may be limited by (i) bankruptcy, insolvency, moratorium or other similar laws affecting or relating to the enforcement of creditors' rights generally, (ii) general principles of equity and (iii) the remedies of specific performance and injunctive relief and other forms of equitable relief being subject to the Remedies Exceptionsdiscretion of the Governmental Entity before which any enforcement proceeding therefor may be brought.

Authority Relative to this Agreement. (a). Each of Parent and Merger Amalgamation Sub has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, to perform ; and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalAmalgamation). The execution execution, delivery and delivery performance by Parent and Amalgamation Sub of this Agreement by and the other Transaction Agreements to which each of Parent and Merger Sub them is a party, and the consummation by each of Parent and Merger Amalgamation Sub of the Transactions (including the Amalgamation), have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of each of Parent and Amalgamation Sub, and no other corporate proceedings on the part of Parent or Merger Amalgamation Sub are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to obtaining the Merger, (i) the Requisite Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder 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 Paxxxx xnd Mexxxx Xub Parent and Amalgamation Sub and, assuming the due authorization, execution and delivery thereof by the Company, other 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 Amalgamation Sub (as applicable), enforceable against each of Parent and Merger Sub, Amalgamation Sub (as applicable) in accordance with its terms subject to their terms, except insofar as enforceability may be limited by the Remedies ExceptionsException.

Authority Relative to this Agreement. Each of Parent Xxxxxxxx, Parentco, Merger Sub I and Merger Sub has II have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement subject to which they are a partyobtaining the approval of the stockholders of Xxxxxxxx, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent Xxxxxxxx, Parentco, Merger Sub I and Merger Sub II, and the consummation by each of Parent Xxxxxxxx, Parentco, Merger Sub I and Merger Sub II of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Xxxxxxxx, Parentco, Merger Sub I or Merger Sub II are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than the approval and adoption of this Agreement by (a) with respect to the Mergerholders of a majority of the then-outstanding shares of Xxxxxxxx Class A Common Stock and Xxxxxxxx Class B Common Stock, (ib) the Parent Stockholder Approval and the approval by Paxxxxsole stockholder of Parentco, as (c) the sole member of Merger Sub, either at a duly convened meeting of the sole member stockholder of Merger Sub or by written consent, I and (iid) the filing and recordation sole shareholder of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalMerger Sub II). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Xxxxxxxx, Parentco, Merger Sub I and Merger Sub II and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent Xxxxxxxx, Parentco, Merger Sub I and Merger Sub II, enforceable against each of Parent Xxxxxxxx, Parentco, Merger Sub I and Merger Sub, Sub II in accordance with its terms subject to terms, except as enforceability may be limited by the Remedies Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent has and, immediately prior to executing and delivering the Merger Sub has Joinder, Merger Sub will have, all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and the Merger Sub Joinder by Merger Sub, and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party or will bebe in the case of Merger Sub, duly and validly authorized and approved by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize or approve this Agreement and each Ancillary Agreement to which they are a party the Plan of Merger or to consummate the Transactions (other than (a) with respect to the Mergerfilings, (i) the Parent Stockholder Approval notifications and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, other obligations and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approvalactions described in Section 4.03(b)). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and, following the execution and delivery of the Merger Sub Joinder, Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and, following execution and delivery of Merger SubSub Joinder, Merger Sub in accordance with its terms terms, subject to the Remedies ExceptionsBankruptcy and Equity Exception. No vote or consent of the holders of any class or series of share capital of Parent is necessary to approve this Agreement or the Transactions.

Authority Relative to this Agreement. Each of Parent Pace and each Merger Sub has have all necessary organizational corporate or and limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and and, subject to the satisfaction of the condition set forth in Section 10.01(b), to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent Pace and each Merger Sub and the consummation by each of Parent Pace and each Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Pace or such 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 (a) with respect to the Mergerapplicable Transactions (other than the Domestication), (i) the Parent Stockholder Approval approval and adoption of this Agreement by the holders of a majority of the then-outstanding Cayman Pace Ordinary Shares represented in person or by proxy at the Pace Shareholders’ Meeting and who vote at such meeting and the approval by Paxxxx, as holders of a majority of the sole member then outstanding shares of common stock in the applicable Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDLLCA, and (b) with respect to the issuance of Parent Common StockDomestication, the Parent Stockholder Approvalapproval and adoption of the Domestication by the holders of at least 2/3 of the then-outstanding Cayman Pace Ordinary Shares represented in person or by proxy at such meeting and who vote at such meeting and the filing and recordation of appropriate merger documents as required by the DGCL). This The Pace Board has approved this Agreement has been duly and validly executed the Transactions, and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution and delivery by such approvals are sufficient so that the Company, constitutes a legal, valid and binding obligation restrictions on business combinations set forth in the Pace Certificate of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, in accordance with its terms subject Incorporation shall not apply to the Remedies ExceptionsMerger, this Agreement, any Ancillary Agreement or any of the other Transactions. To the knowledge of Pace, no other state takeover statute is applicable to the Merger or the other Transactions.

Authority Relative to this Agreement. Each of Parent and the ------------------------------------ Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement, and the Escrow Agreement 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 Merger and the Parent Stockholder Approvalother transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and the Merger Sub and the consummation by each of Parent and the Merger Sub of the Transactions Merger and the other transactions contemplated by this Agreement have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, the boards of directors of Parent and the Merger Sub and by Parent as the sole shareholder of the Merger Sub and no other corporate proceedings on the part of Parent or the Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than (a) than, with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalMassachusetts Law). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and the Merger Sub and, assuming the due authorization, execution and delivery by the Companyother parties hereto, constitutes a legal, valid and binding obligation of each of Parent and the Merger Sub Sub, enforceable against each of Parent and the Merger Sub, Sub in accordance with its terms terms, subject to the Remedies Exceptionsany applicable bankruptcy, insolvency, reorganization, moratorium or similar laws now or hereafter in effect relating to creditors' rights generally or to general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub DHI has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a party, to perform its respective obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement by each of Parent and Merger Sub DHI and the consummation by each of Parent and Merger Sub DHI of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub DHI are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions transactions so contemplated (other than (a) with respect to the Merger, (i) adoption and approval of this Agreement by the Parent Stockholder Approval and the approval by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member outstanding shares of Merger Sub or by written consent, the DHI Common Stock entitled to vote in accordance with the Delaware Law and (ii) the filing DHI's Amended and recordation Restated Certificate of appropriate merger documents as required by the DGCL Incorporation and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalBylaws). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub DHI and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub DHI enforceable against each of Parent and Merger Sub, DHI in accordance with its terms subject to terms. The Board of Directors of DHI has, at a meeting duly called and held at which all directors of the Remedies ExceptionsCompany were present, duly and unanimously adopted resolutions (i) approving and declaring the advisability of this Agreement and the Merger in accordance with the Delaware Law and the Company's certificate of incorporation and by-laws, (ii) determining that this Agreement and the Merger are in the best interests of the stockholders of the Company, and (iii) recommending that the stockholders of DHI adopt and approve this Agreement; which resolutions have not been subsequently rescinded, modified or withdrawn in any way.

Authority Relative to this Agreement. Each of Parent SPAC, and Merger Xxxxxx Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent SPAC and Merger Sub and the consummation by each of Parent SPAC and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent SPAC 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member then-outstanding shares of SPAC Common Stock and by the holders of a majority of the then-outstanding shares of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent SPAC Common Stock and the amendment and restatement of the SPAC Certificate of Incorporation pursuant to this Agreement, the approval of majority of the then-outstanding shares of SPAC Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub SPAC and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and SPAC or Merger Sub, enforceable against SPAC or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has Subs have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and, subject to Parent’s adoption of this Agreement (as the sole stockholder of Merger Sub I and each Ancillary Agreement to which they are a partythe sole equityholder of Merger Sub II) after the execution hereof, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub Subs and the consummation by each of Parent and Merger Sub Subs of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate or company action, and no other corporate or company proceedings on the part of Parent or Merger Sub Subs are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, Parent’s adoption of this Agreement (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member stockholder of Merger Sub or by written consent, I and the sole equityholder of Merger Sub II) after the execution hereof and (iib) the filing and recordation of appropriate merger documents as required by the Merger Certificates with the Secretary of State of the State of Delaware in accordance with the DGCL and the NRS, and (b) with respect to Laws of the issuance State of Parent Common Stock, the Parent Stockholder ApprovalDelaware). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Subs and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and or Merger Sub Subs, enforceable against each of Parent and or Merger Sub, Subs in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate the requisite partnership or limited liability company corporate, as applicable, power and authority to execute and deliver enter into this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby. The execution execution, delivery and delivery performance of this Agreement by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized approved by all necessary partnership or corporate action, as applicable, and by Parent in its capacity as the sole shareholder of Sub, and no other corporate proceedings on the part of Parent or Merger Sub or Sub's shareholders are necessary to authorize the execution, delivery and performance of this Agreement by Parent and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval Sub and the approval consummation by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Parent and Sub of the sole member of Merger Sub or by written consenttransactions contemplated hereby. Notwithstanding the foregoing, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect further action may be necessary to authorize the issuance of Parent Common Stock, shares of Sub Preferred Stock pursuant to the Parent Stockholder ApprovalPreferred Stock Commitment Letters (as defined in Section 4.07) and to authorize the definitive agreements and documents relating to the Sub Preferred Stock (the "Definitive Preferred Stock Agreements") and the Definitive Debt Financing Agreements (as defined in Section 6.14(a)) and the transactions contemplated thereby and any such necessary action shall be taken prior to the Closing. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, Sub in accordance with its terms subject to terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the Remedies Exceptionsenforcement of creditors' rights generally and by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at law).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partythe Plan of Merger, to perform its obligations hereunder and thereunder and and, subject to receipt of the Parent Shareholder Approval, to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and the Plan of Merger by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Parent, Merger Sub or any of their Affiliates are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party the Plan of Merger or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Shareholder Approval and the approval by Paxxxxfilings, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, notifications and (ii) the filing other obligations and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approvalactions described in Section 4.03(a)). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms terms, subject to the Remedies ExceptionsBankruptcy and Equity Exception. The only vote of holders of any class or series of share capital of Parent or Merger Sub necessary to approve and authorize this Agreement, the Plan of Merger and the Merger is the Parent Shareholder Approval and the Merger Sub Shareholder Approval.

Authority Relative to this Agreement. Each of Parent and Merger Sub Kensington has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by Kensington of this Agreement and the other Transaction Documents to which Kensington is or will at the Closing be a party, the performance by each Kensington of Parent its obligations hereunder and Merger Sub thereunder and the consummation by each of Parent and Merger Sub Kensington of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub Kensington are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Kensington Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentApproval, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent New Kensington Common StockStock and the amendment of the Kensington Organizational Documents, the Parent Kensington Stockholder Approval, and the Holdco Shareholder Approvals). This Agreement has been been, and the other Transaction Documents to which Kensington is or will at the Closing be a party will, at the Closing, be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Kensington and, assuming due authorization, execution and delivery by the Companyother party or parties thereto, constitutes (or will then constitute) a legal, valid and binding obligation of each of Parent and Merger Sub Kensington, enforceable against each of Parent and Merger Sub, Kensington in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute to: (i) execute, deliver and deliver perform this Agreement Agreement, and each Ancillary Agreement that Parent and Merger Sub has executed or delivered or is to which they are a partyexecute or deliver pursuant to this Agreement, to perform its and (ii) carry out Parent’s and Merger Sub’s obligations hereunder and thereunder and and, subject to approval by its stockholders, to consummate the Transactions, in each case subject to obtainment of transactions contemplated hereby and thereby (including the Parent Stockholder ApprovalMerger). The execution and delivery of this Agreement and the Ancillary Agreements to which it is party by each of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby (including the Merger) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub (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 and each or the applicable Ancillary Agreement to which they are a party or to consummate the Transactions (transactions contemplated hereby or thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Stockholders. This Agreement and the applicable Ancillary Agreements has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother parties hereto 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, enforceable against Parent and Merger Sub in accordance with its terms subject to terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyof the Transactional Agreements, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement and each of the Transactional Agreements, the performance of each of Parent's and Merger Sub's obligations hereunder and thereunder and the consummation of the transactions contemplated hereby and thereby have been duly and validly authorized and approved by each the respective board of directors of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate actionSub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize the execution, delivery and performance of this Agreement and each Ancillary Agreement to which they are a party the Transactional Agreements or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval transactions contemplated hereby and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and each of the Transactional Agreements have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery by the CompanyCompany and the Principal Shareholder, constitutes a constitute legal, valid and binding obligation of each obligations of Parent and Merger Sub enforceable against each of Parent and Merger Sub, Sub in accordance with its terms subject their respective terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to the Remedies Exceptionsenforcement of creditors' rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent Parentco and each Merger Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approval. The execution and delivery of this Agreement by Pxxxxxxx and each of Parent and Merger Sub Sub, and the consummation by Parentco and each of Parent and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Parentco and each 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 the approval and adoption of this Agreement by (a) with respect to the Mergersole stockholder of Parentco, (ib) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member stockholder of Merger Sub or by written consentI, (c) the sole stockholder of Merger Sub II, (d) the sole stockholder of Merger Sub III, (e) the sole stockholder of Merger Sub IV and (iif) the filing and recordation sole stockholder of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalMerger Sub V). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Pxxxxxxx and each Merger Sub and, assuming due authorization, execution and delivery by the Tastemaker and each Company, constitutes a legal, valid and binding obligation of Parentco and each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parentco and each Merger Sub in accordance with its terms subject to terms, except as enforceability may be limited by the Remedies Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent Holdco and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and such Ancillary Agreements to which they are a party by each of Parent Holdco and Merger Sub and the consummation by each of Parent Holdco and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Holdco or Merger Sub are necessary to authorize this Agreement and Agreement, each such Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the MergerTransactions, the Holdco Shareholder Approvals and by the Merger Sub Board and Holdco (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member holder of Merger Sub, either at a duly convened meeting of all the sole member then outstanding shares of Merger Sub or by written consentCommon Stock), and (ii) the filing and recordation of appropriate merger Merger and Exchange documents as required by the DGCL and the NRS1915 Law, as the case may be, and (b) with respect to the issuance of Parent Common StockHoldco Ordinary Shares and the amendment and restatement of the Holdco Organizational Documents pursuant to this Agreement, the Parent Stockholder Approvalapproval of a relevant majority of the then-outstanding Holdco Ordinary Shares). This Agreement has and each such Ancillary Agreement have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Holdco and Merger Sub and, assuming due authorization, execution and delivery by the CompanyCompany and SPAC, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent Holdco and Merger Sub, enforceable against Holdco and Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Parent, Merger Sub and Parent LLC has all necessary corporate or limited liability company other power and authority to execute and deliver this Agreement and each Ancillary Agreement Agreement, and, subject to which they are a partyobtaining the necessary approvals of Parent's shareholders, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of Merger and the Parent Stockholder Approvalother transactions contemplated by this Agreement. The execution and delivery of this Agreement by each of Parent and Parent, Merger Sub and Parent LLC and the consummation by each of Parent and Parent, Merger Sub and Parent LLC of the Transactions Merger and the other transactions contemplated by this Agreement have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, or other action and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions Merger and the other transactions contemplated by this Agreement (other than (a) than, with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL DGCL, the approval of the issuance to Parent LLC of (i) Parent Ordinary Shares or OBLIGATIONS REMBOURSABLES EN ACTIONS immediately redeemable into Parent Ordinary Shares, (ii) Parent ORAs and (iii) Parent OBSAs pursuant to the Merger by the holders of two-thirds (2/3) of the shares present or represented at the Parent Shareholders' Meeting (as defined in Section 6.01(e)) as required by French law) and the NRS, and (b) with respect to approval of such issuance by the issuance Management Board of Parent Common Stock, by virtue of the power given to it by the Parent Stockholder Approval)Shareholders' Meeting or by the Chairman of the Management Board by virtue of the power given to him by the Management Board, as the case may be. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent, Merger Sub and Parent LLC and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Parent, Merger Sub and Parent LLC, enforceable against each of Parent, Merger Sub and Parent and Merger Sub, LLC in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Acquisition Sub has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement Agreements to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby and thereby. The execution and delivery of this Agreement by each of Parent and Merger Acquisition Sub of this Agreement and the Ancillary Agreements to which it is a party and the consummation by each of Parent and Merger Acquisition Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction by the respective board of directors of Parent and Acquisition Sub, and no other corporate proceedings action on the part of the board of directors of Parent or Merger Acquisition Sub are necessary is required to authorize the execution, delivery and performance of this Agreement and each the Ancillary Agreement to which they are a party Agreements or to consummate the Transactions (other than (a) with respect to the Merger, (i) the consummation by Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting Acquisition Sub of the sole member of Merger Sub or by written consent, transactions contemplated hereby and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has and the Ancillary Agreements have been or will be, as applicable, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Acquisition Sub and, assuming the due authorization, execution and delivery hereof by the CompanyCompany and the other parties thereto, constitutes or will constitute, as applicable, a legal, valid and binding obligation of each of Parent and Merger Acquisition Sub enforceable against each of Parent and Merger Sub, Acquisition Sub in accordance with its terms respective terms, subject to the Remedies Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent SPAC, and Merger Xxxxxx Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent SPAC and Merger Sub and the consummation by each of Parent SPAC and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent SPAC 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member then-outstanding shares of SPAC Common Stock and by the holders of a majority of the then- outstanding shares of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent SPAC Common Stock and the amendment and restatement of the SPAC Certificate of Incorporation pursuant to this Agreement, the approval of majority of the then-outstanding shares of SPAC Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub SPAC and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and SPAC or Merger Sub, enforceable against SPAC or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Buyer and Buyer’s Parent and Merger Sub has all necessary full corporate or limited liability company power and authority to execute and deliver this Agreement and each the Ancillary Agreement to which they are a partyAgreements, to perform its obligations hereunder and thereunder as applicable, and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvaltransactions contemplated hereby or thereby. The execution and delivery of this Agreement by each of Parent and Merger Sub the Ancillary Agreements as applicable, and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby or thereby, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, action required on the part of each of Buyer and Buyer’s Parent and no other corporate proceedings on the part of Buyer or Buyer’s Parent or Merger Sub are necessary to authorize this Agreement and each the Ancillary Agreement to which they are a party Agreements, as applicable, or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub transactions contemplated hereby or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)thereby. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andeach of Buyer and Buyer’s Parent, and assuming due authorization, execution that this Agreement constitutes a valid and delivery by binding agreement of Seller and subject to the Companyreceipt of Buyer’s Required Regulatory Approvals and Seller’s Required Regulatory Approvals, constitutes a legal, valid and binding obligation agreement of each of Parent Buyer and Merger Sub Buyer’s Parent, enforceable against each of Buyer and Buyer’s Parent and Merger Sub, in accordance with its terms terms, subject to the Remedies Exceptionsapplicable bankruptcy, reorganization, insolvency, moratorium, and other similar Laws affecting creditors’ rights generally and to general principles of equity (whether considered in a proceeding at law or in equity).

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment transactions contemplated by this Agreement. Each of (a) the Parent Stockholder Approval. 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 such transactions and (b) the Transactions have been, and each Ancillary Agreement to which they are a party will be, issuance of shares of Parent Common Stock in accordance with the Merger has been duly and validly authorized by all necessary corporate action, action by Parent and Merger Sub and no other corporate proceedings on the part of Parent or and Merger Sub and no other stockholder votes are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (such transactions, other than (a) than, with respect to the MergerShare Issuance, as provided in Section 4.16. The Board of Directors of Parent, by resolutions adopted by unanimous vote of those voting (and not subsequently rescinded or modified in any way) at a meeting duly called and held at which a quorum was present and acting throughout, has duly (i) the Parent Stockholder Approval determined that this Agreement and the approval by Paxxxx, as Merger are fair to and in the sole member best interests of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentParent and its stockholders, and has declared the Merger to be advisable, (ii) approved and adopted this Agreement, the filing and recordation of appropriate merger documents as required by Merger, the DGCL Share Issuance and the NRSother transactions contemplated hereby, (iii) resolved to recommend the Share Issuance to its stockholders for approval and (biv) with respect directed that the Share Issuance be submitted to the issuance of Parent Common Stock, the Parent Stockholder Approval)its stockholders for consideration. This Agreement has been duly authorized and validly executed and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution Parent and delivery by Merger Sub and constitutes the Company, constitutes a legal, valid and binding obligation obligations of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary the requisite corporate or limited liability company power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are each of them is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement, and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. 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 this Agreement and the other Transaction Agreements to which each of them is a party, and the consummation by Parent and Merger Sub the Transactions (including the Merger) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required Shareholder Matters by the DGCL and the NRS, and (b) with respect to the issuance of Requisite Parent Common Stock, the Parent Stockholder Approval)Shareholder Majority. 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 Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties hereto, constitutes a legal, valid constitute the legal and binding obligation of each obligations of Parent and Merger Sub (as applicable), enforceable against each of Parent and Merger Sub, Sub (as applicable) in accordance with its terms their terms, subject to the Remedies Enforceability Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company requisite power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Contemplated Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each the Transaction Documents to which it is a party, the performance of Parent and Merger Sub its obligations thereunder and the consummation by each of Parent and Merger Sub of the Transactions Contemplated Transactions, including, without limitation, the Merger and the issuance of the Closing Equity Payment, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary required corporate actionor other action on the part of each of Parent and Merger Sub, and no other corporate or other proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement the Transaction Documents to which they are it is a party or to consummate the Transactions (other than (a) with respect to the MergerContemplated Transactions. Parent, (i) the Parent Stockholder Approval and the approval by Paxxxx, in its capacity as the sole member stockholder of Merger Sub, either at a duly convened meeting of has approved this Agreement and the sole member of Merger Sub or by written consentContemplated Transactions, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)DGCL. 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 Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub 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 Companyother parties thereto, 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 Sub Sub, enforceable against each of Parent and Merger Sub, it in accordance with its their respective terms, except as limited by applicable Bankruptcy and Equity Principles. The Closing Equity Payment has been duly authorized and, upon issuance in accordance with the terms subject to the Remedies Exceptionsof this Agreement, will be validly issued, fully paid and non-assessable, issued free from preemptive rights, free and clear of all Encumbrances (other than those created or incurred by any Shareholder) and in compliance with applicable U.S. state and federal securities Laws.

Authority Relative to this Agreement. Each of Parent and Merger Sub each Seller has all necessary corporate or limited liability company similar power and authority authority, and has taken all corporate or similar action necessary, to execute execute, deliver and deliver perform this Agreement and the Ancillary Agreement, in each Ancillary Agreement case to which they are the extent such Person is a partyparty to such Contract, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approvalextent such Person is a party to such Contract, in accordance with the terms hereof and thereof. The execution execution, delivery and delivery performance of this Agreement by each Xxxxxx, the execution, delivery and performance of the Ancillary Agreement by Parent and Merger Sub any of the Sellers party thereto and the consummation by each of Parent and Merger Sub of the Transactions have been, by Parent and each Ancillary Agreement to which they are a party will be, Seller has been duly and validly authorized by all necessary corporate action, action on the part of Parent and each Seller and no other corporate proceedings on the part of Parent or Merger Sub are any Seller is necessary to authorize approve this Agreement and each the Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Transactions. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent, and, assuming the due authorization, execution and delivery of this Agreement by Purchaser, constitutes, and the CompanyAncillary Agreement when executed and delivered by Parent and any of the Sellers party thereto, constitutes and, assuming the due authorization, execution and delivery of the Ancillary Agreement by Purchaser or any Seller party thereto, will constitute, a legalvalid, valid legal and binding obligation of each agreement of Parent and Merger Sub and/or the applicable Sellers, enforceable against each of Parent and Merger Sub, and/or such Sellers in accordance with its terms terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (collectively, the Remedies “Enforceability Exceptions”).

Authority Relative to this Agreement. Each of Parent Parent, Holdco and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partythe ancillary agreements, to perform its respective obligations hereunder and thereunder thereunder, and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and any ancillary agreement by each of Parent Parent, Holdco and Merger Sub and the consummation by each of Parent Parent, Holdco and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Parent, Holdco or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or any ancillary agreement, or to consummate the Transactions (other than (a) than, with respect to the MergerMergers and the Share Issuance, (i) the approval of each of the Mergers and the Share Issuance by the holders of a majority of the outstanding shares of Parent Common Stock present and entitled to vote at the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentStockholders’ Meeting, and (ii) with respect to the Mergers, the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalBCA). This Agreement and each applicable ancillary agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent, Holdco and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent Parent, Holdco and Merger Sub Sub, enforceable against each of Parent Parent, Holdco and Merger Sub, Sub in accordance with its terms terms, subject to the Remedies Exceptionseffect 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).

Authority Relative to this Agreement. Each of Parent SPAC and Merger Mxxxxx Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement 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, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and each Transaction Document to which SPAC or Merger Sub are contemplated to be a party by each of Parent SPAC and Merger Sub and the consummation by each of Parent SPAC and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent SPAC or Merger Sub are necessary to authorize this Agreement or and each Ancillary Agreement Transaction Document to which they are contemplated to be a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of the SPAC Proposals by Paxxxx, the stockholders of SPAC as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, SPAC Stockholders’ Meeting and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approvalfilings required by applicable 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 Paxxxx xnd Mexxxx Xub SPAC and Merger Sub and, assuming due authorization, execution and delivery by the CompanyCompany or any Company Subsidiary, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and SPAC or Merger Sub, enforceable against SPAC or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent Parent, First Merger Sub and Second Merger Sub has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, to perform ; and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by Parent, First Merger Sub and Second Merger Sub of this Agreement by and the other Transaction Agreements to which each of Parent and Merger Sub them is a party, and the consummation by each of Parent Parent, First Merger Sub and Second Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionor limited liability company action on the part of 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 and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Matters. This Agreement and the other Transaction Agreements executed and delivered by Parent, First Merger Sub and Second Merger Sub as of the date hereof has been been, and the other Transaction Agreements which Parent, First Merger Sub and Second Merger Sub will execute and deliver at or prior to the Closing will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent, First Merger Sub and Second Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties, constitutes a legal, valid constitute the legal and binding obligation obligations of each of Parent and Parent, First Merger Sub and Second Merger Sub (as applicable), enforceable against each of Parent Parent, First Merger Sub and Second Merger Sub, Sub (as applicable) in accordance with its terms subject to their terms, except insofar as enforceability may be limited by the Remedies ExceptionsException.

Authority Relative to this Agreement. Each of Parent Holdco and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent Holdco and Merger Sub and, subject to the affirmative vote of the holders of shares of Parent representing at least two-thirds of the total outstanding shares of Parent present and voting in person or by proxy (excluding any shares of Parent held directly or indirectly by Beijing Tourism Group Co., Ltd.) at a shareholders’ meeting of Parent (the “Parent Shareholders Meeting”) in favor of the Transactions (the “Parent Shareholder Approval”), the consummation by each of Parent Holdco and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Holdco 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 (a) with respect to the Mergerfilings, (i) the Parent Stockholder Approval notifications and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, other obligations and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approvalactions described in Section 4.04(b)). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Holdco and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent Holdco and Merger Sub Sub, enforceable against each of Parent Holdco and Merger Sub, Sub in accordance with its terms terms, subject to the Remedies ExceptionsBankruptcy and Equity Exception.

Authority Relative to this Agreement. Each of Parent and Merger Mxxxxx Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approval. 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 have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by PaxxxxParent, as the sole member stockholder of Merger Sub, either at a duly convened meeting of the sole member stockholder of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common StockStock and the amendment and restatement of the Parent Certificate of Incorporation pursuant to this Agreement, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Pxxxxx and Mxxxxx Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and or Merger Sub, in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent GigCapital2 and Merger Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are a partyAgreement, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent GigCapital2 and Merger Sub and the consummation by each of Parent GigCapital2 and Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent GigCapital2 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member then-outstanding shares of GigCapital2 Common Stock and by the holders of a majority of the then-outstanding shares of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDGCL, and (b) with respect to the issuance of Parent GigCapital2 Common Stock and the amendment and restatement of the GigCapital2 Certificate of Incorporation pursuant to this Agreement, the approval of a majority of the then-outstanding shares of GigCapital2 Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub GigCapital2 and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent GigCapital2 and Merger Sub, enforceable against GigCapital2 and Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMerger). The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the other Transaction Agreements to which each of them is a party, and the consummation by each of Parent and Merger Sub of the Transactions (including the Merger) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)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 Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties, constitutes a legal, valid constitute the legal and binding obligation of each obligations of Parent and Merger Sub (as applicable), enforceable against each of Parent and Merger Sub, Sub (as applicable) in accordance with its terms their terms, subject to the Remedies ExceptionsException.

Authority Relative to this Agreement. Each of Parent and Merger Sub Holdco has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the other Transaction Documents to which they are it is or will at the Closing be a party, to perform its obligations hereunder and thereunder and and, subject to receiving Holdco Requisite Stockholder Approval, to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. 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 each Holdco of Parent its obligations hereunder and Merger Sub thereunder and the consummation by each of Parent and Merger Sub Holdco of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub Holdco are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) than, with respect to the MergerMergers, (i) the Parent Stockholder Approval Pre-Closing Conversion, and the approval by PaxxxxHoldco Requisite Stockholder Approval, as which the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consentWritten Consents shall satisfy, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalDGCL). 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 Paxxxx xnd Mexxxx Xub Xxxxxx and, assuming the due authorization, execution and delivery by the Companyother party or parties thereto, constitutes (or will then constitute) a legal, valid and binding obligation of each of Parent and Merger Sub Holdco, enforceable against each of Parent and Merger Sub, Holdco in accordance with its terms subject 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”). To the knowledge of Holdco, no state takeover statute is applicable to the Remedies ExceptionsMergers or the other Transactions.

Authority Relative to this Agreement. Each of Parent and Merger Xxxxxx Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approval. 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 have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate or limited liability company action, as applicable, and no other corporate or limited liability company proceedings on the part of Parent 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by PaxxxxParent, as the sole member stockholder of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSTBOC, and (b) with respect to the issuance of Parent Common StockStock and the amendment and restatement of the Parent Certificate of Incorporation pursuant to this Agreement, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Xxxxxx and Xxxxxx Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and or Merger Sub, in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and each Merger Sub has all necessary corporate or limited liability company similar power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are it is (or is specified to be) a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and each Ancillary Agreement to which it is (or is specified to be) a party by each of Parent and each Merger Sub and the consummation by each of Parent and each Merger Sub of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate or similar organizational action, and no other corporate or similar organizational proceedings on the part of Parent or each Merger Sub are necessary to authorize this Agreement and each or any Ancillary Agreement to which they are it is a party or to consummate the Transactions (other than (a) with respect to the Merger, (i) the Parent Stockholder Holder Approval and the approval and adoption of this Agreement by PaxxxxParent, as the sole stockholder of Merger Sub I and as the sole member of Merger SubSub II, either at a duly convened meeting which approval and adoption by Parent as the sole stockholder of Merger Sub I and as the sole member of Merger Sub or II will occur immediately following the execution of this Agreement by written consenteach Merger Sub, and (iib) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalDGCL). This Agreement and each Ancillary Agreement to which Parent or each Merger Sub is (or is specified to be) a party has been or will be (upon execution and delivery) duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and each Merger Sub and, assuming due authorization, execution and delivery by the CompanyCompany or any other party thereto, constitutes a legal, valid and binding obligation of Parent or each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent or each Merger Sub in accordance with its terms terms, subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub Cartesian Entity has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement of the other Transaction Documents to which they are it is a partyparty and, after the execution hereof and thereof and the approval and adoption of the SPAC Proposals by the SPAC Shareholders at the SPAC Shareholders’ Meeting and the filings required by applicable Law, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery by each Cartesian Entity of this Agreement by Agreement, the execution and delivery of each of Parent and Merger Sub the other Transaction Documents to which it is a party, and the consummation by each of Parent and Merger Sub Cartesian Entity of the Transactions Transactions, have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub any Cartesian Entity are necessary to authorize the entry into this Agreement and each Ancillary Agreement to which they are a party or such other Transaction Documents or to consummate the Transactions (other than (a) with respect to the Merger, (i) approval and adoption of the Parent Stockholder Approval SPAC Proposals by the SPAC Shareholders at the SPAC Shareholders’ Meeting and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as filings required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approvalapplicable Law). This Agreement has been and, at the Closing, each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of the Cartesian Entities and, assuming due authorization, execution and delivery by the Companyother Parties thereto, constitutes or will at the Closing constitute, a legal, valid and binding obligation of each of Parent and Merger Sub the Cartesian Entities enforceable against each of Parent and Merger Sub, the Cartesian Entities in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent and Merger Sub has executed or delivered or is to execute or deliver pursuant to this Agreement, and deliver this Agreement (ii) carry out Parent’s and each Ancillary Agreement to which they are a party, to perform its Merger Sub’s obligations hereunder and thereunder and and, subject to approval by its stockholders, to consummate the Transactions, in each case subject to obtainment of transactions contemplated hereby and thereby (including the Parent Stockholder ApprovalMerger). 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 transactions contemplated hereby (including the Merger) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub (including the approval by their respective boards of directors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (transactions contemplated hereby, other than (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother parties hereto, constitutes a legal, valid the legal and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to terms, except as may be limited by bankruptcy, insolvency, reorganization or other similar laws affecting the Remedies Exceptionsenforcement of creditors’ rights generally and by general principles of equity.

Authority Relative to this Agreement. Each of Parent Holdco and Merger Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement to which they are it is a party, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement and such Ancillary Agreements by each of Parent Holdco and Merger Sub and the consummation by each of Parent Holdco and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent Holdco or Merger Sub are necessary to authorize this Agreement and Agreement, each such Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect to the MergerTransactions, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, the holders of a relevant majority of the then-outstanding Holdco Ordinary Shares and by Holdco (as the sole member holder of Merger Sub, either at a duly convened meeting all of the sole member of then outstanding Merger Sub or by written consentCommon Stock), and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS1915 Law, as the case may be, and (b) with respect to the issuance of Parent Common StockHoldco Ordinary Shares and the amendment and restatement of the Holdco Organizational Documents pursuant to this Agreement, the Parent Stockholder Approvalapproval of a relevant majority of the then-outstanding Holdco Ordinary Shares). This Agreement has and each such Ancillary Agreement have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Holdco and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Holdco or Merger Sub, enforceable against Holdco or Merger Sub in accordance with its terms subject to the Remedies Exceptions.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement, the Registration Rights Agreement, and the Escrow Agreement 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 Parent Stockholder Approvaltransactions contemplated hereby. The execution and delivery of this Agreement, the Registration Rights Agreement and the Escrow Agreement by each of Parent and and, if applicable, Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions transactions contemplated hereby and thereby have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction 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 and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (a) with respect transactions contemplated thereby. As of the date of this Agreement, the Board of Directors of Parent has determined that it is advisable and in the best interest of Parent to enter into this Agreement, the Registration Rights Agreement, and the Escrow Agreement and has approved this Agreement, the Registration Rights Agreement and the Escrow Agreement and the transactions contemplated hereby and thereby. The Merger, (i) this Agreement, the Parent Stockholder Approval Registration Rights Agreement and the transactions contemplated hereby and thereby do not require the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting or consent of the sole member of Merger Sub or by written consentParent's stockholders. This Agreement, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL Registration Rights Agreement and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval). This Escrow Agreement has have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes constitute 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 to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary requisite corporate or limited liability company power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are each of them is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement, and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of the Parent Stockholder Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub of this Agreement and the other Transaction Agreements to which each of them is a party, and the consummation by each of Parent and Merger Sub of the Transactions (including the Merger) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionaction on the part of Parent and Merger Sub (including the approval by its board of directors), and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)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 Paxxxx xnd Mexxxx Xub Parent and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties hereto, constitutes a legal, valid constitute the legal and binding obligation of each of Parent and Merger Sub enforceable against each obligations of Parent and Merger Sub, enforceable against Parent and Merger Sub in accordance with its terms subject to 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 Remedies Exceptionsavailability of equitable remedies.

Authority Relative to this Agreement. (a) Each of Parent and Merger Xxxxxx Sub has all necessary corporate or limited liability company the requisite power and authority to execute to: (a) execute, deliver and deliver perform this Agreement and each Ancillary Agreement the other Transaction Agreements to which they are it is a party, and each ancillary document that it has executed or delivered or is to perform execute or deliver pursuant to this Agreement; and (b) carry out its obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of Transactions (including the Parent Stockholder ApprovalMerger). The execution and delivery by Xxxxxx and Merger Sub of this Agreement by and the other Transaction Agreements to which each of Parent and Merger Sub them is a party, and the consummation by each of Parent and Merger Sub of the Transactions (including the Merger) have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actionor limited liability company action on the part of each of Parent and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement or the other Transaction Agreements to which they are each of them is a party or to consummate the Transactions (transactions contemplated thereby, other than (a) with respect to the Merger, (i) approval of the Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of Merger Sub or by written consent, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)Matters. This Agreement has been and the other Transaction Agreements to which each of them is a party have been, or in the case of any Transaction Agreements to be executed at or in connection with the Closing, will be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Xxxxxx and Merger Sub and, assuming the due authorization, execution and delivery thereof by the Companyother Parties, constitutes a legal, valid constitute or will constitute the legal and binding obligation of each obligations of Parent and Merger Sub (as applicable), enforceable against each of Parent and Merger Sub, Sub (as applicable) in accordance with its terms their terms, subject to the Remedies ExceptionsException.

Authority Relative to this Agreement. Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and, subject to obtaining the necessary approvals of Parent's and each Ancillary Agreement to which they are a partyMerger Sub's stockholders, to perform its obligations hereunder and thereunder and to consummate the Transactions, in each case subject to obtainment of Merger and the Parent Stockholder Approvalother 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, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (Merger and the other transactions contemplated by this Agreement, other than (a) with respect to the Merger, (i) the Parent Stockholder Approval approval and adoption of this Agreement and the approval Merger by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting vote of the sole member stockholder of Merger Sub or by written consentin accordance with the Articles of Incorporation of Merger Sub and/or applicable law ("Merger Sub Stockholder's Vote"), and (ii) the approval and adoption by the vote of the stockholders of Parent of (A) the Parent Charter Amendment in accordance with the Certificate of Incorporation of Parent and (B) the Nasdaq Stock Issuance in accordance with the regulations of the National Association of Securities Dealers and The Nasdaq Stock Market ("Parent Stockholders' Vote"), and (iii) the filing and recordation of appropriate merger documents the Articles of Merger with the Secretary of State of the State of Minnesota as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder Approval)MBCA. This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming the due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms subject to the Remedies Exceptionsterms.

Authority Relative to this Agreement. Each of Parent LOKB and Merger Sub has have all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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 Parent Stockholder Approvalhereunder. The execution and delivery of this Agreement by each of Parent LOKB and Merger Sub and the consummation by each of Parent LOKB and Merger Sub of the Transactions have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate action, and no other corporate proceedings on the part of Parent LOKB 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 (a) with respect to the Merger, (i) the Parent Stockholder Approval and the approval and adoption of this Agreement by Paxxxx, as the sole member holders of Merger Sub, either at a duly convened meeting majority of the sole member then-outstanding shares of Merger Sub or by written consentCommon Stock, and (ii) the filing and recordation of appropriate merger documents as required by the DGCL and the NRSDLLCA, and (b) the approval of the LOKB Proposals at the LOKB Stockholders’ Meeting in accordance with respect to applicable Law and the issuance Organizational Documents of Parent Common Stock, the Parent Stockholder ApprovalLOKB). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub LOKB and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent LOKB and Merger Sub, enforceable against LOKB and Merger Sub in accordance with its terms subject to the Remedies Exceptions. The LOKB Board has approved this Agreement and the Transactions, and such approvals are sufficient so that the restrictions on business combinations set forth in the LOKB Certificate of Incorporation shall not apply to the Merger, this Agreement, any Ancillary Agreement or any of the other Transactions.