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 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. 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).

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 partyAgreement, to perform its obligations hereunder and thereunder under this Agreement 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 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)Transactions. 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 legalvalid, valid legal 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. (b) The Parent Board, the board of directors of Merger Sub, and Parent as the sole shareholder of Merger Sub, have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the Transactions by Parent and Merger Sub, as the case may be, and taken all such actions as may be required to be taken by the Parent Board, the board of directors of Merger Sub and by Parent as the sole shareholder of Merger Sub to effect the Transactions, including having (i) approved and declared advisable this Agreement, the Merger and the other Transactions and (ii) declared that it is in the best interest of the shareholders of Parent or Merger Sub that Parent or Merger Sub, as applicable, enter into this Agreement and consummate the Merger on the terms and subject to the conditions set forth in this Agreement.

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. (a) The Boards of Directors of each of Parent and Merger Sub have, by unanimous vote, duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the Transaction and taken all corporate actions required to be taken by the Boards of Directors of each Parent and Merger Sub for the consummation of the Transaction. (b) 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 Transaction. Other than the Parent Stockholder Approval. The execution and delivery adoption of this Agreement (following its execution) by each Parent as the sole stockholder of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have beenSub, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other further corporate proceedings on the part of Parent or Merger Sub Sub, or any of their respective subsidiaries, 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)Transaction. 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, Merger Sub and constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with and subject to its terms subject and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles, whether considered in a proceeding at law or in equity. No vote of the Remedies Exceptionsholders of capital stock of Parent is necessary to approve this Agreement and the Transaction.

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 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 Merger, (i) the Parent Stockholder Approval filing of the Cayman Plan of 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 related documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalCayman Companies Law). 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, Merger Sub and constitutes a legalvalid, valid legal 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 and Equity Exception. (b) The Parent Board, the board of directors of Merger Sub, and Parent as the sole shareholder of Merger Sub, have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement, the Cayman Plan of Merger and the consummation of the Transactions by Parent and Merger Sub, as the case may be, and taken all corporate actions required to be taken by the Parent Board, the board of directors of Merger Sub and by Parent as the sole shareholder of Merger Sub for the consummation of the Transactions.

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 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 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 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. (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 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 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)transactions contemplated hereby. 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 legalvalid, valid legal 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 and Equity Exception. (b) The Board of Directors of Parent (the “Parent Board”), the Board of Directors of Merger Sub (the “Merger Sub Board”), and Parent as the sole shareholder of Merger Sub, have at a meeting duly called and held, duly and validly approved by resolution and authorized the execution, performance and delivery of this Agreement and the consummation of the transactions, including the Merger, contemplated hereby, and taken all corporate actions required to be taken by the Parent Board, the Merger Sub Board and by Parent as the sole shareholder of Merger Sub for the consummation of the transactions.

Authority Relative to this Agreement. (a) Each of Parent Parent, Midco and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary and, subject to the approval of this Agreement to which they are a partyby Parent in accordance with Section 7.08(g), 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 Parent, Midco and Merger Sub and the consummation by each of Parent Parent, Midco 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, Midco 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 Merger, (ithe approval of this Agreement by Parent in accordance with Section 7.08(g) the Parent Stockholder Approval and the approval by Paxxxx, as filing of the sole member Plan 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 related documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalCICL). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andeach of Parent, assuming due authorization, execution Midco and delivery by the Company, Merger Sub and constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent Parent, Midco and Merger Sub Sub, enforceable against each of Parent, Midco and Merger Sub in accordance with its terms, subject to the Bankruptcy and Equity Exception. (b) The Parent Board, the board of directors of Midco and the board of directors of Merger Sub have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the Transactions by Parent, Midco and Merger Sub, in accordance with its terms subject as the case may be, and taken all such actions as may be required to be taken by the Remedies ExceptionsParent Board, the board of directors of Midco and the board of directors of Merger Sub to effect the Transactions.

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 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. 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 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 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. (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 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 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 limited partnership or corporate action, as applicable, and no other limited partnership or corporate proceedings proceedings, as applicable, 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 subject 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 Parent 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 Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms, except to the extent that enforceability thereof 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. (b) The board of directors of each of the Parent GP and Merger Sub pursuant to duly adopted resolutions have unanimously (i) approved and declared advisable this Agreement and the Transactions and (ii) determined that it is in the best interests of Parent or Merger Sub, as applicable, and the stockholders of Parent or Merger Sub, as applicable, that Parent or Merger Sub, as applicable, enter into this Agreement and consummate the Transactions on the terms and subject to the Remedies Exceptionsconditions set forth in this Agreement.

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 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 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 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 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 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 Acquiror 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 a party, to perform its obligations hereunder and thereunder (including, subject to Stockholder Approval of the Merger to the extent required by applicable Law or stock exchange rule, the issuance of the Acquiror Common Stock described herein), and to consummate the Transactions, in each case subject to obtainment of Merger and the Parent Stockholder Approvaltransactions contemplated by the other Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents by each of Parent Acquiror and Merger Sub and the consummation by each of Parent Acquiror and Merger Sub of the Transactions Merger have been, and each Ancillary Agreement to which they are a party will be, been duly and validly authorized by all necessary corporate actioncorporation action on the part of Acquiror and Merger Sub, and no other corporate proceedings on the part of Parent or Merger Sub Acquiror 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 and the other Transaction Documents have been or will be duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Acquiror and Merger Sub and, assuming the due authorization, execution and delivery by the Companyother Parties hereto and thereto, each such agreement constitutes a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent Acquiror and Merger Sub, enforceable against Acquiror and Merger Sub in accordance with its terms terms, subject to the Remedies ExceptionsBankruptcy Exception.

Authority Relative to this Agreement. Each of Parent and Merger Sub Subs has all necessary requisite corporate or limited liability company 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 the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, have been duly and validly authorized by all required corporate or other action on the part of each of Parent and Merger Sub Subs, and no other corporate or other proceedings on the part of Parent or Merger Subs are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. Parent, in its capacity as sole stockholder of each Merger Sub, has approved this Agreement and the consummation Contemplated Transactions, as required by each of Parent the DGCL and Merger Sub of the Transactions have DLLCA. 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 each of Parent and Merger Subs 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 Date Stock Consideration 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 Stockholder) and in compliance with applicable U.S. state and federal securities Laws.

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. (a) The Boards of Directors of each of Parent and Merger Sub have duly and validly authorized the execution and delivery of this Agreement and approved the consummation of the Transaction and taken all corporate actions required to be taken by the Boards of Directors of each Parent and Merger Sub for the consummation of the Transaction. (b) 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 Transaction. Other than the Parent Stockholder Approval. The execution and delivery adoption of this Agreement (following its execution) by each Parent as the sole stockholder of Parent and Merger Sub and the consummation by each of Parent and Merger Sub of the Transactions have beenSub, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate action, and no other further corporate proceedings on the part of Parent or Merger Sub Sub, or any of their respective subsidiaries, 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)Transaction. 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, Merger Sub and constitutes a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with and subject to its terms subject and conditions, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar Laws of general applicability relating to or affecting creditors’ rights or by general equity principles. No vote of the Remedies Exceptionsholders of capital stock of Parent is necessary to approve this Agreement and the Transaction.

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 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 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 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. (a) Each of Parent and Merger Sub has all necessary corporate or limited liability company power and authority to execute and deliver this Agreement 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, been duly and validly authorized by all necessary corporate action, 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 filing of the Merger, (i) the Parent Stockholder Approval and the approval by Paxxxx, as the sole member Cayman Plan 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 related documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalCayman Companies Law). 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, Merger Sub and constitutes a legalvalid, valid legal 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 and Equity Exception. (b) The Parent Board, the board of directors of Merger Sub, and Parent as the sole shareholder of Merger Sub, have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the Transactions by Parent and Merger Sub, as the case may be, and taken all corporate actions required to be taken by the Parent Board, the board of directors of Merger Sub and by Parent as the sole shareholder of Merger Sub for the consummation of the Transactions. No vote or consent of the holders of any class or series of shares of Parent is necessary to approve this Agreement or the Transactions, including the Merger. The vote or consent of Parent, as the sole shareholder of Merger Sub (which has occurred prior to the Effective Time) is the only vote or consent of the holders of any class or series of shares of Merger Sub necessary to approve this Agreement and the Transactions, including the Merger.

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 NRSCayman Act, as applicable, and (b) with respect to the issuance of Parent Common StockPubco Ordinary Shares and the amendment and restatement of the Pubco Memorandum and Articles 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 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. (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 This Agreement has been duly and delivery of this Agreement validly executed and delivered by each of Parent and Merger Sub and the consummation by constitutes a valid, legal and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. (b) The Board of Directors of Parent (the Transactions "PARENT BOARD") and Parent, in its capacity as the sole member of Merger Sub, have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate actionthe execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby, and have taken all corporate and company actions required to be taken by the Parent Board and by Parent, in its capacity as the sole member of Merger Sub, for the consummation of such transactions. The affirmative approval of the majority of those holders who are present and voting at the Parent Stockholder Meeting, provided that a majority of the outstanding shares are present at such Parent Stockholder Meeting (the "REQUIRED PARENT VOTE"), is the only vote of the holders of any class or series of capital stock of Parent necessary to approve the Share Issuance and no other corporate or 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 transactions contemplated hereby (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 StockShare Issuance, the Required Parent Stockholder ApprovalVote). 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 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 Xxxxxx and Merger Sub Newco has all necessary ------------------------------------- requisite corporate or limited liability company power and authority to execute and deliver this Agreement and each Ancillary Agreement the Transaction Agreements to which they are it is a party, to perform its obligations hereunder and thereunder 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 Sub the Transaction Agreements to which Xxxxxx or Newco 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 Board of Directors of Xxxxxx and Newco and, in the case of Newco, by its sole shareholder, and no other corporate proceedings on the part of Parent Xxxxxx or Merger Sub Newco are necessary to authorize this Agreement and each Ancillary Agreement Agreement, the Transaction Agreements to which they are Xxxxxx or Newco 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 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 Xxxxxx and Newco, and assuming due authorization, execution that this Agreement has been duly executed and delivery delivered by each of Sellers and the Company, constitutes a legal, valid and binding obligation of each of Parent Xxxxxx and Merger Sub Newco, enforceable against each of Parent Xxxxxx and Merger Sub, Newco in accordance with its terms subject terms. Assuming due execution and delivery by all parties thereto, the Transaction Agreements to which Xxxxxx or Newco is a party will constitute a legal, valid and binding obligation of each of Xxxxxx and Newco, as the Remedies Exceptionscase may be, enforceable against each of Xxxxxx and Newco in accordance with their respective terms.

Authority Relative to this Agreement. (a) Each of Parent and Merger Sub the Operating 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 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 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 No other corporate proceedings on the part of Parent or Merger Sub the Operating Company 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) 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 StockShare Issuance, the Parent Stockholder ApprovalRequisite Vote (as hereinafter defined)). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and the Operating Company and, 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 the Operating Company, enforceable against each of Parent and Merger Sub, the Operating Company in accordance with its terms subject terms. (b) The Boards of Directors of Parent (the "PARENT BOARD") and the Operating Company and Parent as the sole stockholder of the Operating Company have duly and validly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by such Boards of Directors and Parent as the Remedies Exceptionssole stockholder of the Operating Company for the consummation of the transactions. The affirmative approval of the holders of Parent Common Stock representing a majority vote of stockholders present at the Parent Stockholders Meeting (as hereinafter defined) (the "PARENT REQUISITE VOTE") is the only vote of the holders of any class or series of capital stock of Parent necessary to approve the Share Issuance.

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 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 Merger Sub has Purchaser have all necessary requisite corporate or limited liability company power and authority to execute and deliver enter into this Agreement and each Ancillary Agreement any other Transaction Documents to which they are it is a party, party thereto and to perform its obligations hereunder and thereunder and to consummate the Transactionstransactions contemplated hereby and thereby, in each case case, subject to obtainment the consents, approvals, authorizations and other requirements described in Section 6.5 and the approval and adoption of this Agreement by the Required Parent Stockholder Approval at the Parent Stockholder ApprovalStockholders’ Meeting. The execution and delivery of this Agreement by each of Parent and Merger Sub Xxxxxx 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 actionthe Parent Board and, and upon receipt of the Required Parent Stockholder Approval, no other corporate proceedings on the part of Parent or Merger Sub the Parent Holders 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 consummation 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 Xxxxxx and Purchaser, and, assuming due authorization, authorization and execution and delivery by the Companyother Party, constitutes the valid and binding agreement of Parent and Purchaser, enforceable against Parent and Purchaser in accordance with its terms, subject to the Remedies Exceptions. Each Transaction Document to be executed by Parent and Purchaser at or prior to the Closing will be, when executed and delivered by Parent and Purchaser, 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 legal, valid and binding obligation of each of Parent and Merger Sub Purchaser, enforceable against each of Parent and Merger Sub, Purchaser in accordance with its terms terms, subject to the any applicable Remedies ExceptionsException.

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 This Agreement has been duly and delivery of this Agreement validly executed and delivered by each of Parent and Merger Sub and the consummation by constitutes a valid, legal and binding agreement of each of Parent and Merger Sub, enforceable against each of Parent and Merger Sub in accordance with its terms. (b) The Board of Directors of Parent (the Transactions "Parent Board") and Parent, in its capacity as the sole member of Merger Sub, have been, and each Ancillary Agreement to which they are a party will be, duly and validly authorized by all necessary corporate actionthe execution and delivery of this Agreement and approved the consummation of the transactions contemplated hereby, and have taken all corporate and company actions required to be taken by the Parent Board and by Parent, in its capacity as the sole member of Merger Sub, for the consummation of such transactions. The affirmative approval of the majority of those holders who are present and voting at the Parent Stockholder Meeting, provided that a majority of the outstanding shares are present at such Parent Stockholder Meeting (the "Required Parent Vote"), is the only vote of the holders of any class or series of capital stock of Parent necessary to approve the Share Issuance and no other corporate or 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 transactions contemplated hereby (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 StockShare Issuance, the Required Parent Stockholder ApprovalVote). 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. (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 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 Merger, (i) the Parent Stockholder Approval and filing of the approval by Paxxxx, as the sole member Plan 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 related documents as required by the DGCL and the NRS, and (b) with respect to the issuance of Parent Common Stock, the Parent Stockholder ApprovalCICL). 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, Merger Sub and constitutes a legalvalid, valid legal 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 and Equity Exception. (b) The Parent Board and the sole director of Merger Sub have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions by Parent and Merger Sub, as the case may be, and taken all such actions as may be required to be taken by the Parent Board and the sole director of Merger Sub to effect the Transactions. Parent, acting as the sole shareholder of Merger Sub, has duly and validly approved and authorized the execution, delivery and performance of this Agreement and the Plan of Merger and the consummation of the Transactions by Merger Sub.

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 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 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 Parent, First Merger Sub and Second Merger Sub has all necessary the requisite 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 a partyparty and, subject to the adoption of this Agreement by Parent as the sole stockholder of First Merger Sub and the sole member of Second Merger Sub, to perform its 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 by each of Parent and the other Transaction Documents to which Parent, First Merger Sub and Second Merger Sub are a party and the consummation performance by each of Parent Parent, First Merger Sub and Second Merger Sub of the Transactions their obligations hereunder and thereunder 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, 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 Merger, (i) the Parent Stockholder Approval Mergers and the approval by Paxxxxother Transactions to which Parent, as the sole member of Merger Sub, either at a duly convened meeting of the sole member of First Merger Sub or by written consentSecond Merger Sub are a party, and (ii) other than the filing and recordation of appropriate merger documents as required by the DGCL Certificates of Merger and the NRS, adoption of this Agreement by Parent as the sole stockholder of First Merger Sub and (b) with respect to the issuance sole member of Parent Common Stock, the Parent Stockholder Approval)Second Merger Sub. This Agreement has been duly and validly executed the other Transaction Documents to which Parent, First Merger Sub and delivered by Paxxxx xnd Mexxxx Xub and, assuming due authorization, execution and delivery by Second Merger Sub are a party constitute the Company, constitutes a legal, valid and legally binding obligation of each of Parent and Merger Sub enforceable against each obligations of Parent and Merger Sub, enforceable against them in accordance with its their terms and conditions, 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 power and authority to execute and deliver this Agreement and each Ancillary and, subject to the adoption of this Agreement to which they are a partyby Parent in accordance with Section 7.07(f), 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, 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 Merger, (ithe adoption of this Agreement by Parent in accordance with Section 7.07(f) the Parent Stockholder Approval 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 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 and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes a legalvalid, valid legal 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. (a) The Parent Board and the board of directors of Merger Sub have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the Transactions by Parent and Merger Sub, as the case may be, and taken all such actions as may be required to be taken by the Parent Board and the board of directors of Merger Sub to effect the Transactions. The board of directors of Merger Sub has approved this Agreement, the Merger and the other Transactions contemplated by this Agreement and declared their advisability and recommended the adoption of this Agreement by Parent.

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 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 the Transferred Companies, Parent and Merger Sub any Affiliate of Parent that is or will be a party to any Ancillary Agreement has all necessary corporate or limited liability company similar governance power and authority to execute authorize, execute, deliver and deliver perform this Agreement and and, as of the execution of such Ancillary Agreement, each Ancillary Agreement to which they are the extent a partyTransferred Company or Parent and any Affiliate of Parent is a party to such Contract, to perform its obligations hereunder and thereunder and to consummate the TransactionsSale and the transactions contemplated by this Agreement and the Ancillary Agreements, as applicable, in each case subject to obtainment of accordance with the Parent Stockholder Approval. The execution terms hereof 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 actionthereof, and no other corporate proceedings action on the part of the Transferred Companies, Parent or Merger Sub are any of its Affiliates is necessary 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 Parent Stockholder Approval and the approval by Paxxxx, as the sole member of Merger Sub, either at a duly convened meeting consummation 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 been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub the U.S. Transferred Company, and, assuming the due authorization, execution and delivery of this Agreement by the Purchaser, will constitute, and each Ancillary Agreement when executed and delivered by a Transferred Company, constitutes and, assuming the due authorization, execution and delivery of such Ancillary Agreement by Purchaser or its Affiliates thereto, will constitute, a legalvalid, valid legal and binding obligation agreement of each of Parent and Merger Sub the applicable Transferred Company, enforceable against each of Parent and Merger Sub, it in accordance with its terms terms, subject to the Remedies Enforceability Exceptions.

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.

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. (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 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 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, actions 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 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 5.4(b)). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legalvalid, valid legal 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 and Equity Exception. (b) The Parent Board, the board of directors of Merger Sub, and Parent as the sole shareholder of Merger Sub, have duly and validly authorized the execution and delivery of this Agreement and the consummation of the Transactions, and taken all corporate actions required to be taken by the Parent Board, and by the board of directors of Merger Sub and by Parent as the sole shareholder of Merger Sub, for the consummation of the Transactions. 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, including the Merger.

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 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 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 Amalgamation 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 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 Amalgamation Sub and the consummation by each of Parent and Merger Amalgamation 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 actionactions by the respective directors of Parent and Amalgamation Sub, and, promptly following the execution of this Agreement, Parent will approve and adopt this Agreement and the Transactions (including the Amalgamation), in its capacity as sole shareholder of Amalgamation Sub, and, and no other corporate proceedings on the part of Parent or Merger Amalgamation Sub are necessary to authorize this Agreement and each Ancillary Agreement to which they are a party or to consummate the Transactions (other than (athe filings, notifications and other obligations and actions described in Section 5.03(b) and the filing with respect the Registrar to register the Amalgamation pursuant 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 ApprovalBermuda Companies Act). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and Amalgamation 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 Amalgamation Sub, enforceable against each of Parent and Merger Sub, them 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 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 Contemplated Transactions 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 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)Contemplated Transactions. This Agreement has been been, and each of the other Transaction Documents to which it is a party will be, duly and validly executed and delivered by 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 Exchange Shares 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 Shareholder) and in compliance with applicable U.S. state and federal securities Laws.

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. (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 Approval. The execution and delivery of this Agreement by each of Parent and Merger Sub and the consummation of the Transaction 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) 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 5.05(b)). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub each of Parent and Merger Sub and, assuming due authorization, execution and delivery by the Company, constitutes a legalvalid, valid legal 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 and Equity Exception. (b) The Parent Board, the board of directors of Merger Sub, and Parent as the sole shareholder of Merger Sub, have duly and validly authorized the execution and delivery of this Agreement and the consummation of the Transactions, and taken all corporate actions required to be taken by the Parent Board, and by the board of directors of Merger Sub and by Parent as the sole shareholder of Merger Sub, for the consummation of the Transactions (including the Merger).

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 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 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 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. (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 the Option 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 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 No other corporate proceedings on the part of Parent or Merger Sub are necessary to authorize this Agreement and each Ancillary the Option 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 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 and the Option Agreement have been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub andeach of Parent and Merger Sub and constitute valid, assuming due authorization, execution and delivery by the Company, constitutes a legal, valid legal and binding obligation agreements of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms their respective terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and similar Laws affecting creditors' rights and remedies generally, and subject, as to enforceability, to general principles of equity, including principles of commercial reasonableness, good faith and fair dealing (regardless of whether enforcement is sought in a proceeding at law or in equity). (b) The Board of Directors of Parent (the Remedies Exceptions."PARENT BOARD"), the Board of Directors of Merger Sub and Parent as the sole stockholder of Merger Sub have duly and validly authorized the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby, and taken all corporate actions required to be taken by such Boards of

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 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 the Plan of Merger or to consummate the Transactions (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 Plan 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 related documents as required by the DGCL CICL and publication of notification of the NRS, and (b) with respect to Merger in the issuance of Parent Common Stock, the Parent Stockholder ApprovalCayman Islands Government Gazette). 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, Merger Sub and constitutes a legalvalid, valid legal 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 and Equity Exception. (b) Each of the sole director of Parent and the sole director of Merger Sub has duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the Transactions by Parent and Merger Sub, as the case may be, and taken all such actions as may be required to be taken by him to effect the Transactions. Parent, acting as the sole shareholder of Merger Sub, has duly and validly approved and authorized the execution, delivery and performance of this Agreement, the Plan of Merger and the consummation of the Transactions by Merger Sub.

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 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, the other Transaction Documents and to perform its obligations hereunder and thereunder and under the Transaction Documents to consummate the Transactions, in each case subject to obtainment of Merger and the Parent Stockholder Approvalother transactions contemplated by the Transaction Documents. The execution and delivery of this Agreement and the other Transaction Documents 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 and the other Transaction Documents 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 Agreement, the other Transaction Documents or to consummate the Transactions Merger and the other transactions contemplated by this Agreement and the other Transaction Documents (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 Agreement, the other Transaction Documents and the Certificate of Merger have 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 constitute legal, valid and binding obligation obligations of each of Parent and Merger Sub Sub, enforceable against each of Parent and Merger Sub, Sub in accordance with its terms their respective terms, subject to the Remedies Exceptionseffect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar Law affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity.

Authority Relative to this Agreement. Each of HoldCo, 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 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 the Transaction Documents to which it is a party, the performance of its obligations thereunder and the consummation of the Contemplated Transactions, have been duly and validly authorized by all required corporate or other action on the part of each of HoldCo, Parent and Merger Sub, and no other corporate or other proceedings on the part of HoldCo, Parent or Merger Sub are necessary to authorize the Transaction Documents to which it is a party or to consummate the Contemplated Transactions. Parent, in its capacity as sole stockholder of Merger Sub, has approved this Agreement and the consummation Contemplated Transactions, as required by each of Parent and Merger Sub of the Transactions have DGCL. 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 each of HoldCo, 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 enforceable against each of HoldCo, Parent and Merger Sub, enforceable against it in accordance with its terms subject to the Remedies Exceptionstheir respective terms, except as limited by applicable Bankruptcy and Equity Principles.

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 and, subject to the adoption of this Agreement to which they are a partyby Parent in accordance with Section 7.08(f) 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 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 Merger, (ithe adoption of this Agreement by Parent in accordance with Section 7.08(f) the Parent Stockholder Approval hereof 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 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 and, assuming due authorization, execution each of Parent and delivery by the Company, Merger Sub and constitutes a legalvalid, valid legal 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 and Equity Exception. (b) The Parent Board and the board of directors of Merger Sub have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the Transactions by Parent and Merger Sub, as the case may be, and taken all such actions as may be required to be taken by the Parent Board and the board of directors of Merger Sub to effect the Transactions. The board of directors of Merger Sub has declared this Agreement advisable, resolved to recommend the adoption of this Agreement to, and directed that this Agreement be submitted for consideration by, Parent.

Authority Relative to this Agreement. Each of Parent and Merger Sub the Parent Subsidiaries has all necessary full corporate power or limited liability company power other and authority to: (i) execute, deliver and perform this Agreement, and each ancillary document that Parent or Parent Subsidiaries have 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 the Parent Subsidiaries’ obligations hereunder and thereunder and and, to consummate the Transactions, in each case subject to obtainment of transactions contemplated hereby (including the Parent Stockholder ApprovalMerger). The execution and delivery of this Agreement by each of Parent and Merger Sub Parent Subsidiaries and the consummation by each of Parent and Merger Sub the Parent Subsidiaries 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 actionor other action on the part of Parent and the Parent Subsidiaries (including the approval by their respective boards of directors or similar body), and no other corporate or other proceedings on the part of Parent or Merger Sub the Parent Subsidiaries 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 defined in Section 5.1 (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 Approvala)). This Agreement has been duly and validly executed and delivered by Paxxxx xnd Mexxxx Xub Parent and each of the Parent Subsidiaries 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 the Parent Subsidiaries, enforceable against each of Parent and Merger Sub, the Parent Subsidiaries 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 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. (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. Other than the filings, notifications and other obligations and actions described in each case subject to obtainment of Section 5.05(b), 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 actionactions, 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)Transactions. 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, Merger Sub and constitutes a legalvalid, valid legal 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 and Equity Exception. (b) Each of the board of directors of Parent and Merger Sub and Parent as the sole shareholder of Merger Sub, have duly and validly approved by resolution and authorized the execution, delivery and performance of this Agreement and the consummation of the Transactions by Parent and Merger Sub, as the case may be, and taken all such actions as may be required to be taken by the board of directors of Parent, the board of directors of Merger Sub and Parent as the sole shareholder of Merger Sub to effect the 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 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 ApprovalCalifornia 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. (a) Each of Parent, Intermediate Parent and Merger Sub has all necessary corporate or limited liability company 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 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, Intermediate Parent and Merger Sub and the consummation by each of Parent, Intermediate 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, action and no other corporate proceedings on the part of either Parent, Intermediate 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 each of Parent, Intermediate 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, Intermediate Parent and Merger Sub, enforceable against each of them in accordance with its terms terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws relating to creditors' rights generally and to general principles of equity. (b) The Board of Directors of Parent has approved this Agreement and the Remedies Exceptionstransactions contemplated hereby in accordance with the laws of England and Wales. The Board of Directors and stockholder of each of Intermediate Parent and Merger Sub have approved this Agreement and the transactions contemplated hereby in accordance with the DGCL and Intermediate Parent's or Merger Sub's certificate of incorporation and bylaws, as the case may be.

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 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 the requisite corporate or limited liability company power and authority to execute and deliver this Agreement deliver, and each Ancillary Agreement to which they are a party, to perform its obligations hereunder and thereunder and to consummate the Transactionsunder, in each case subject to obtainment of the Parent Stockholder Approvalthis Agreement under applicable law. 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 beenthis Agreement, and each Ancillary Agreement to which they are a party will bethe consummation of the Merger and the transactions contemplated hereby, have been duly and validly authorized by all necessary corporate action, and no other corporate proceedings action 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 Parent and Merger Sub and, assuming the due authorization, execution and delivery of this Agreement by the Company, constitutes is a legal, valid and binding obligation of each of Parent and Merger Sub enforceable against each of Parent and Merger Sub, enforceable against them in accordance with its terms, except to the extent 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. The Parent Options and the shares of Parent Common Stock to be issued upon exercise thereof: (i) have been duly authorized, and, when such shares of Parent Common Stock are issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), such shares will be validly issued, fully paid and nonassessable and will not be subject to preemptive rights, (ii) will, when issued in accordance with the Remedies Exceptionsterms of the Merger and this Agreement (or the applicable option agreements), be registered under the Securities Act, and registered or exempt from registration under applicable United States "Blue Sky" laws and (iii) will, when issued in accordance with the terms of the Merger and this Agreement (or the applicable option agreements), be listed on the Nasdaq National Market.

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.